As filed with the Securities and Exchange Commission on June 28, 2023

No. 333-272776

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Chevron Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		2911		94-0890210
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

6001 Bollinger Canyon Road,

San Ramon, California 94583-2324

(925) 842-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Mary A. Francis

Corporate Secretary and Chief Governance Officer

Chevron Corporation

6001 Bollinger Canyon Road, San Ramon, CA 94583

(925) 842-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

Scott A. Barshay Kyle T. Seifried Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 (212) 373-3000		Nicole L. Martinet Senior Vice President, General Counsel and Corporate Secretary PDC Energy, Inc. 1099 18th Street, Suite 1500 Denver, Colorado 80202 (303) 860-5800		Igor Kirman Elina Tetelbaum Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000		John A. Elofson Mark Bussey Samuel J. Seiberling Davis Graham & Stubbs LLP 1550 17th St., Suite 500 Denver, CO 80202 (303) 892-9400

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the proposed merger described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.

 

PRELIMINARY, SUBJECT TO COMPLETION, DATED JUNE 28, 2023

 

TRANSACTION PROPOSED-YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of PDC Energy, Inc.:

On May 21, 2023, PDC Energy, Inc. (“PDC”), Chevron Corporation (“Chevron”) and Bronco Merger Sub Inc., a direct, wholly-owned subsidiary of Chevron (“Merger Subsidiary”), entered into a merger agreement under which, upon the terms and subject to the conditions set forth therein, Merger Subsidiary will merge with and into PDC, with PDC surviving as a direct, wholly-owned subsidiary of Chevron (the “merger”). If the merger is completed, PDC stockholders will receive, in exchange for each share of PDC common stock held immediately prior to the merger, 0.4638 of a share of Chevron common stock. The PDC Board of Directors (the “PDC Board”) has unanimously approved the merger agreement and recommends that PDC stockholders vote in favor of adopting the merger agreement.

Based on Chevron’s closing stock price on June 27, 2023, the most recent practicable date for which such information was available, the merger consideration represented approximately $71.21 in value per share of PDC common stock, which represents a premium of approximately 9.4% over PDC’s closing stock price on May 19, 2023, the last trading day before the public announcement of the execution of the merger agreement with Chevron. The value of the merger consideration to be received in exchange for each share of PDC common stock will fluctuate with the market value of Chevron common stock until the transaction is complete. The common stock of PDC is listed on the Nasdaq Global Select Market under the symbol “PDCE”. The common stock of Chevron is listed on the New York Stock Exchange under the symbol “CVX”. Upon completion of the merger, former PDC stockholders are expected to own approximately 2% of the then outstanding Chevron common stock, based on Chevron’s outstanding equity as of June 27, 2023.

The merger cannot be completed without approval of the proposal to adopt the merger agreement by the affirmative vote of holders of a majority of the outstanding shares of PDC common stock entitled to vote thereon. Because of this, PDC is holding a special meeting of its stockholders on August 4, 2023 to vote on the proposal necessary to complete the merger. Information about the meeting, the merger, the merger agreement, and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus. The PDC Board has fixed the close of business on June 26, 2023 as the record date for the determination of PDC stockholders entitled to notice of, and to vote at, the special meeting. Any stockholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of PDC common stock. We urge you to read this proxy statement/prospectus and the annexes and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page 25.

The PDC Board has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the PDC stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and directed that the merger agreement be submitted to the PDC stockholders for adoption at a meeting of such stockholders, and unanimously recommends that PDC stockholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger.

Your vote is very important regardless of the number of shares of PDC common stock that you own.

Whether or not you plan to attend the special meeting, please submit your proxy as soon as possible by following the instructions on the accompanying proxy card to make sure that your shares are represented at the meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other nominee. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted.

The special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

Thank you for your continued support, interest and investment in PDC.

Very truly yours,

Barton R. Brookman

President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [    ], 2023, and is first being mailed to stockholders of PDC on or about [    ], 2023.

1099 18^th Street, Suite 1500

Denver, Colorado 80202

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on August 4, 2023

To the Stockholders of PDC Energy, Inc.:

We are pleased to invite you to attend the special meeting of stockholders of PDC Energy, Inc., a Delaware corporation (“PDC”), which will be held at 8:00 a.m., Mountain Time, on August 4, 2023, virtually at www.virtualshareholdermeeting.com/PDCE2023SM, for the following purposes:

 

•

to vote on a proposal to adopt the Agreement and Plan of Merger, dated as of May 21, 2023, by and among Chevron Corporation, a Delaware corporation (“Chevron”), Bronco Merger Sub Inc., a direct, wholly-owned subsidiary of Chevron (“Merger Subsidiary”), and PDC (as it may be amended from time to time, the “merger agreement”), which is further described in the sections titled “The Merger” and “The Merger Agreement”, beginning on pages 33 and 71, respectively, and a copy of which is attached as Annex A to the proxy statement/prospectus of which this notice is a part (the “merger proposal”);

 

•

to vote on an advisory (non-binding) proposal to approve the compensation that may be paid or become payable to PDC’s named executive officers that is based on or otherwise related to the merger (the “merger-related compensation proposal”); and

 

•

to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement (the “adjournment proposal”).

PDC will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof by or at the direction of the PDC Board of Directors (the “PDC Board”). Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the special meeting.

The special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

PDC fixed the close of business on June 26, 2023 as the record date for the special meeting. Only PDC stockholders of record at the record date are entitled to receive notice of, and to vote at, the special meeting or any adjournment or postponement thereof. A complete list of stockholders entitled to vote at the special meeting will be available for a period of at least ten days prior to the special meeting. If you would like to inspect the list of PDC stockholders of record, please call the Investor Relations department at (303) 381-9493 to schedule an appointment or request access. A certified list of eligible PDC stockholders will be available for inspection during the special meeting at www.virtualshareholdermeeting.com/PDCE2023SM by entering the control number provided on your proxy card, voting instruction form or notice.

Completion of the merger is conditioned on adoption of the merger agreement by the PDC stockholders, which requires the affirmative vote of holders of a majority of the outstanding shares of PDC common stock entitled to vote thereon.

The PDC Board has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the PDC stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and directed that the merger agreement be submitted to the PDC stockholders for adoption at a meeting of such stockholders and unanimously recommends that PDC stockholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

Your vote is very important regardless of the number of shares of PDC common stock that you own. If you plan to attend the special meeting virtually, please follow the instructions as outlined in this proxy statement/prospectus. Whether or not you expect to attend the special meeting virtually, we urge you to submit your vote in advance of the meeting. If your shares are held in the name of a broker, bank or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the internet site listed on the accompanying proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually at the meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of PDC common stock may vote virtually at the special meeting, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the special meeting in the manner described in the proxy statement/prospectus of which this notice is a part.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting. We urge you to carefully read this proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. In particular, we urge you to carefully read the section entitled “Risk Factors” beginning on page 25.

If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies or need help voting your shares of PDC common stock, please contact PDC’s proxy solicitor:

 

509 Madison Avenue, Suite 1206

New York, New York 10022

Email: PDCE@info.morrowsodali.com

Call Collect: 800.662.5200

Toll-Free: 203.658.9400

By Order of the PDC Board of Directors,

Nicole L. Martinet

Senior Vice President, General Counsel and

Corporate Secretary

[    ], 2023

Denver, Colorado

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Chevron and PDC from other documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 118.

You can obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge by requesting them in writing or by telephone as follows:

For information related to PDC:

PDC Energy, Inc.

1099 18^th Street, Suite 1500

Denver, Colorado 80202

Attention: Corporate Secretary

Telephone: (303) 860-5800

For information related to Chevron:

Chevron Corporation

6001 Bollinger Canyon Rd., Building A

San Ramon, California 94583

Attention: Investor Relations

Telephone: (925) 842-5690

To receive timely delivery of the documents in advance of the special meeting of PDC stockholders, you should make your request no later than July 28, 2023, which is five business days before the meeting.

You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge through the Securities and Exchange Commission (the “SEC”) website at www.sec.gov. In addition, you may obtain copies of documents filed by Chevron with the SEC by accessing Chevron’s website at www.chevron.com under the tab “Investors” and then under the heading “SEC Filings.” You may also obtain copies of documents filed by PDC with the SEC by accessing PDC’s website at www.pdce.com under the tab “Investors” and then under the heading “SEC Filings.”

We are not incorporating the contents of the websites of the SEC, Chevron, PDC or any other entity into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

 

 

i

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Chevron (File No. 333-272776), constitutes a prospectus of Chevron under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock, par value $0.75 per share, of Chevron (“Chevron common stock”) to be issued to PDC stockholders pursuant to the merger agreement. This document also constitutes a proxy statement of PDC under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting, at which PDC stockholders will be asked to consider and vote on the adoption of the merger agreement and other related proposals.

Chevron has supplied all information contained in, and incorporated by reference into, this proxy statement/prospectus relating to Chevron and Merger Subsidiary, and PDC has supplied all such information relating to PDC.

You should rely only on the information contained in, and incorporated by reference into, this proxy statement/prospectus. Chevron and PDC have not authorized anyone to provide you with information other than the information that is contained in, or incorporated by reference into, this proxy statement/prospectus. Chevron and PDC take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. This proxy statement/prospectus is dated [                ], 2023, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to PDC stockholders nor the issuance by Chevron of shares of Chevron common stock pursuant to the merger agreement will create any implication to the contrary.

 

 

ii

TABLE OF CONTENTS

 

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING			1
SUMMARY			11
Information about the Companies			11
The Merger			12
Merger Consideration			12
Treatment of PDC Equity Awards			12
Recommendations of the PDC Board			14
Opinion of PDC’s Financial Advisor			14
Interests of Directors and Executive Officers of PDC in the Merger			14
Material U.S. Federal Income Tax Consequences of the Merger			14
Accounting Treatment of the Merger			15
No Appraisal Rights			15
Regulatory Approvals Required for the Merger			15
Conditions to Completion of the Merger			15
Treatment of Existing Debt			16
No Solicitation			16
Termination of the Merger Agreement; Termination Fees			17
Special Meeting			19
Risk Factors			21
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			22
RISK FACTORS			25
Risks Related to the Merger			25
Risks Relating to Chevron After Completion of the Merger			31
Other Risk Factors of Chevron and PDC			32
THE MERGER			33
Background of the Merger			33
Chevron’s Rationale for the Transaction			40
PDC Board’s Recommendations and Its Reasons for the Transaction			40
Opinion of PDC’s Financial Advisor			46
PDC Unaudited Prospective Financial Information			52
Interests of Directors and Executive Officers of PDC in the Merger			55
Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of PDC			62
Director and Officer Indemnification			63
Accounting Treatment of the Merger			64
Regulatory Approvals Required for the Merger			64
Treatment of Existing Debt			65
Treatment of PDC Equity Awards			65
No Appraisal Rights			66
NYSE Listing of Chevron Common Stock; Delisting and Deregistration of PDC Common Stock			66
Material U.S. Federal Income Tax Consequences			67
Restrictions on Sales of Shares of Chevron Common Stock Received in the Merger			70
Certain Contracts between Chevron and PDC			70
THE MERGER AGREEMENT			71
Explanatory Note Regarding the Merger Agreement			71
Structure of the Merger			71
Timing of Closing			72
Merger Consideration			72
Covenants and Agreements			76
Representations and Warranties			89

 

iii

Conditions to Completion of the Merger			92
Termination of the Merger Agreement			94
Expenses			96
Amendments; Waivers			96
Governing Law; Jurisdiction; Waiver of Jury Trial			96
Specific Performance			97
Third-Party Beneficiaries			97
INFORMATION ABOUT THE COMPANIES			98
SPECIAL MEETING			99
Date, Time and Place			99
Purpose of the Special Meeting			99
Recommendation of the PDC Board			99
Record Date; Stockholders Entitled to Vote			100
Voting by PDC’s Directors and Executive Officers			100
Quorum; Adjournment			100
Required Vote; Broker Non-Votes and Abstentions			101
Voting of Proxies by Holders of Record			101
Attendance at the Special Meeting and Voting Virtually			102
Revocability of Proxies			102
Solicitation			103
Assistance			103
Tabulation of Votes			103
PDC PROPOSALS			104
Item 1. The Merger Proposal			104
Item 2. The Merger-Related Compensation Proposal			104
Item 3. Adjournment Proposal			104
NON-BINDING, ADVISORY VOTE ON MERGER-RELATED COMPENSATION FOR PDC’S NAMED EXECUTIVE OFFICERS			105
DESCRIPTION OF CHEVRON COMMON STOCK			106
COMPARISON OF RIGHTS OF STOCKHOLDERS OF CHEVRON AND PDC			107
VALIDITY OF COMMON STOCK			116
EXPERTS			116
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR PDC’S 2024 ANNUAL MEETING OF STOCKHOLDERS			116
HOUSEHOLDING OF PROXY STATEMENT/PROSPECTUS			117
WHERE YOU CAN FIND MORE INFORMATION			118
Chevron SEC Filings			118
PDC SEC Filings			118
Annex A: Agreement and Plan of Merger			A-1
Annex B: Opinion of J.P. Morgan Securities LLC			B-1

 

iv

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the merger and the special meeting of PDC stockholders (the “special meeting”). They may not include all of the information that is important to stockholders of PDC. PDC stockholders should carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to or incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 118 of this proxy statement/prospectus.

Q: What is the merger?

Chevron Corporation (“Chevron”), Bronco Merger Sub Inc., a direct, wholly-owned subsidiary of Chevron (“Merger Subsidiary”), and PDC Energy, Inc. (“PDC”) have entered into an Agreement and Plan of Merger, dated as of May 21, 2023 (as it may be amended from time to time, the “merger agreement”). A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed acquisition of PDC by Chevron. Under the merger agreement, subject to satisfaction (or, to the extent permitted by law and in accordance with the merger agreement, waiver) of the conditions to the merger set forth in the merger agreement and described in this proxy statement/prospectus, Merger Subsidiary will merge with and into PDC, with PDC continuing as the surviving corporation and a direct, wholly-owned subsidiary of Chevron (the “merger” or the “transaction”).

As a result of the merger, PDC will become a direct, wholly-owned subsidiary of Chevron and will no longer be a publicly held company. Following the merger, PDC common stock will be delisted from the Nasdaq Global Select Market (“Nasdaq”) and will be deregistered under the Exchange Act, after which PDC will no longer be required under SEC rules and regulations to file periodic reports with the SEC in respect of PDC common stock.

Q: Why am I receiving these materials?

Chevron and PDC are sending these materials to PDC stockholders to help them decide how to vote their shares of PDC common stock with respect to the merger and other matters to be considered at the special meeting.

The merger cannot be completed unless PDC stockholders adopt the merger agreement with the affirmative vote of the holders of a majority of the outstanding shares of PDC common stock entitled to vote thereon. PDC is holding a special meeting of its stockholders to vote on the proposal to adopt the merger agreement and other related proposals. Information about this special meeting, the merger and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus.

This proxy statement/prospectus constitutes both a proxy statement of PDC and a prospectus of Chevron. It is a proxy statement because the board of directors of PDC (the “PDC Board”) is soliciting proxies from its stockholders. It is a prospectus because Chevron will issue shares of its common stock in exchange for outstanding shares of PDC common stock in the merger.

Q: What will PDC stockholders receive in the merger?

In the merger, PDC stockholders will receive 0.4638 (the “exchange ratio”) of a validly issued, fully paid and non-assessable share of Chevron common stock (the “merger consideration”) for each share of PDC common stock (other than shares of PDC common stock held by Chevron, PDC, or Merger Subsidiary (“cancelled shares”)). This exchange ratio is fixed and will not be adjusted to reflect changes in the stock price of either company before the merger is complete. The exchange ratio will, however, be adjusted appropriately to fully reflect the effect of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon, with respect to outstanding shares of capital stock of either Chevron or PDC with a record date between the date of the merger agreement and the completion of the merger. No

 

1

fractional shares of Chevron common stock will be issued in connection with the merger. Each holder of PDC common stock that otherwise would have been entitled to receive a fractional share of Chevron common stock immediately prior to the effective time of the merger will have the right to receive an amount in cash, without interest, rounded to the nearest cent, in lieu of such fractional share. The value of such cash payment will be calculated by the exchange agent and will represent the holder’s proportionate interest in a trust of proceeds established from the open-market sale of that number of shares of Chevron common stock equal to the excess of (x) the aggregate number of shares of Chevron common stock to be delivered to the exchange agent by Chevron pursuant to the terms of the merger agreement over (y) the aggregate number of whole shares of Chevron common stock to be distributed to the holders of certificates or book-entry shares previously representing any such shares of PDC common stock pursuant to the merger agreement. Chevron stockholders will continue to own their existing shares of Chevron common stock, the form of which will not be changed by the transaction. For more details on the merger consideration, see “The Merger Agreement—Merger Consideration” beginning on page 72.

Q: What equity stake will PDC stockholders hold in Chevron immediately following the merger?

Upon the completion of the merger, based on the exchange ratio, the estimated number of shares of Chevron common stock issuable as the merger consideration is approximately 41 million shares, which will result in former PDC stockholders holding approximately 2% of the outstanding fully diluted Chevron common stock based on the number of outstanding shares of common stock and outstanding stock-based awards of Chevron and PDC as of June 27, 2023, the most recent practicable date for which such information was available.

For more details on the merger consideration and the treatment of PDC equity awards, see “The Merger Agreement—Merger Consideration” beginning on page 72 and “The Merger Agreement—Merger Consideration—Treatment of PDC Equity Awards” beginning on page 74, respectively.

Q: When do PDC and Chevron expect to complete the merger?

Chevron and PDC are working to complete the merger as soon as practicable and currently expect that the transaction will be completed by year-end 2023. Neither Chevron nor PDC can predict, however, the actual date on which the transaction will be completed because it is subject to conditions beyond each company’s control. See “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 92.

Q: Is Chevron’s obligation to complete the merger subject to Chevron receiving financing?

No. Chevron’s obligations under the merger agreement are not subject to any condition regarding its ability to finance, or obtain financing for, the merger.

Q: What happens if the merger is not completed?

If the merger agreement is not adopted by PDC stockholders or if the merger is not completed for any other reason, PDC stockholders will not receive any consideration for their shares of PDC common stock. Instead, PDC will remain an independent public company, PDC common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and PDC will continue to file periodic reports with the SEC. Under specific circumstances, PDC may be required to pay Chevron a termination fee of $225,000,000. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 94.

Q: Will the shares of Chevron common stock I acquire in the merger receive a dividend?

After the closing of the merger, as a holder of Chevron common stock, you will receive the same dividends on shares of Chevron common stock that all other holders of shares of Chevron common stock will receive with any dividend record date that occurs after the closing of the merger.

 

2

Q: Will I continue to receive dividends in respect of my shares of PDC common stock?

Prior to the closing of the merger, PDC and Chevron will coordinate regarding the declaration and payment of dividends in respect of their common stock and the record dates and payment dates relating thereto, so as to ensure that you do not receive two dividends, or fail to receive one dividend, in any quarter with respect to your shares of PDC common stock and the Chevron common stock that you receive in exchange therefor in the merger.

After the closing of the merger, former PDC stockholders who hold PDC share certificates will not be entitled to be paid dividends otherwise payable on the shares of Chevron common stock into which their shares of PDC common stock are exchangeable until they surrender their PDC share certificates according to the instructions provided to them. Dividends will be accrued for these stockholders and they will receive the accrued dividends when they surrender their PDC share certificates.

After the closing of the merger, all Chevron dividends will remain subject to approval by Chevron’s board of directors (the “Chevron Board”).

Q: What am I being asked to vote on, and why is this approval necessary?

PDC stockholders are being asked to vote on the following proposals:

 

1.

a proposal to adopt the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, which is further described in the sections titled “The Merger” and “The Merger Agreement”, beginning on pages 33 and 71, respectively (the “merger proposal”);

 

2.

an advisory (non-binding) proposal to approve the compensation that may be paid or become payable to PDC’s named executive officers that is based on or otherwise related to the merger (the “merger-related compensation proposal”); and

 

3.

a proposal to approve the adjournment of the PDC special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement (the “adjournment proposal”).

Approval of the merger proposal by the affirmative vote of holders of a majority of the outstanding shares of PDC common stock entitled to vote thereon is required for completion of the merger. The completion of the merger is not conditioned on the approval of the merger-related compensation proposal or the adjournment proposal.

Q: What vote is required to approve each proposal at the special meeting?

The merger proposal: The affirmative vote of holders of a majority of the outstanding shares of PDC common stock entitled to vote thereon is required to approve the merger proposal (the “PDC stockholder approval”).

The merger-related compensation proposal: The affirmative vote of holders of a majority of the outstanding shares of PDC common stock present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the advisory (non-binding) merger-related compensation proposal. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either PDC or Chevron. Accordingly, if the merger agreement is adopted and the merger is completed, the merger-related compensation will be payable to PDC’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of PDC’s stockholders.

The adjournment proposal: The affirmative vote of the holders of a majority of the outstanding shares of PDC common stock, present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the adjournment proposal. If PDC stockholders approve the adjournment proposal, subject to

 

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the terms of the merger agreement, PDC could adjourn the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from PDC stockholders who have previously voted. PDC does not intend to call a vote on the adjournment proposal if the merger proposal is approved at the special meeting.

Q: What happens if the non-binding, advisory merger-related compensation proposal is not approved?

Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either PDC or Chevron. Accordingly, if the merger agreement is adopted and the merger is completed, the merger-related compensation will be payable to PDC’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of PDC’s stockholders.

Q: What constitutes a quorum?

The presence at the special meeting, in person or by proxy, of the holders of a majority of the outstanding shares of PDC common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business at the special meeting. Virtual attendance at the special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Brokers, banks or other nominees that hold shares for beneficial owners do not have discretionary authority to vote the shares as to any matter at the meeting without receiving voting instructions from the beneficial owners. Such shares will be considered to be broker non-votes and will not be counted as present for quorum purposes.

A quorum is necessary to transact business at the special meeting. PDC’s Bylaws provide that if a quorum fails to attend any meeting, the chairman of the meeting or a majority of the stockholders who are present in person or by proxy and entitled to vote at the special meeting may adjourn the meeting from time to time, without notice other than by announcement at the meeting, to another date, place, if any, and time until a quorum is present. If the adjournment is for more than 30 days or if after the adjournment, a new record date is fixed for the adjourned meeting, PDC will provide a notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting.

Q: How does the PDC Board recommend that I vote?

The PDC Board unanimously recommends that PDC stockholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

Q: What do I need to do now?

After carefully reading and considering the information contained in and incorporated by reference into, this proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at the special meeting. Please follow the instructions set forth on the accompanying proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

Please do not submit your PDC stock certificates at this time. If the merger is completed, you will receive instructions for surrendering your PDC stock certificates in exchange for shares of Chevron common stock from the exchange agent.

Please carefully consider the information contained in, and incorporated by reference into, this proxy statement/prospectus. Whether or not you plan to attend the special meeting, PDC encourages you to submit your proxy to vote via the internet, by telephone or by mail so that your shares will be voted in accordance with your wishes even if you later decide not to attend the special meeting.

 

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Q: How can I attend the special meeting?

Stockholders as of the close of business on June 26, 2023 (the “record date”) may attend, vote and submit questions virtually at the special meeting by logging in at www.virtualshareholdermeeting.com/PDCE2023SM. To log in, stockholders (or their authorized representatives) will need the control number provided on their proxy card or voting instruction form. If you are not a stockholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to participate.

Q: How do I vote?

If you are a stockholder of record of PDC as of the close of business on the record date, you may submit your proxy before the special meeting in one of the following ways:

 

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Telephone-use the toll-free number shown on your proxy card;

 

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Internet-visit the website shown on your proxy card to vote via the internet; or

 

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Mail-complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a stockholder of record, you may also cast your vote virtually at the special meeting by following the instructions at www.virtualshareholdermeeting.com/PDCE2023SM. If you decide to attend the special meeting virtually and vote at the meeting, your vote will revoke any proxy previously submitted.

If your shares are held in “street name” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. If your shares are held in “street name” and you intend to vote at the special meeting, you may cast your vote virtually at the special meeting by following the instructions at www.virtualshareholdermeeting.com/PDCE2023SM. Your vote at the special meeting will revoke any proxy previously submitted on your behalf by your broker, bank or other nominee.

The meeting will begin promptly at 8:00 a.m., Mountain Time, on August 4, 2023. PDC encourages its stockholders to access the meeting prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this proxy statement/prospectus.

Even if you plan to attend the special meeting, PDC recommends that you vote your shares in advance as described below so that your vote will be counted even if you later decide not to or become unable to attend the special meeting.

Q: When and where is the special meeting of stockholders? What must I bring to attend the special meeting?

The special meeting of PDC stockholders will be held virtually at www.virtualshareholdermeeting.com/PDCE2023SM, at 8:00 a.m., Mountain Time, on August 4, 2023. Online access will begin at 7:45 a.m., Mountain Time, and PDC encourages its stockholders to access the meeting prior to the start time. Even if you plan to attend the special meeting, PDC recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares of PDC common stock are registered directly in your name with the transfer agent of PDC, Broadridge Corporate Issuer Solutions, Inc., you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to PDC or to a third party to vote at the special meeting.

If your shares are held by a broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name”, and your broker, bank or other nominee is considered the stockholder of record with

 

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respect to those shares. Your broker, bank or other nominee will send you, as the beneficial owner, voting instruction forms for you to use in directing the broker, bank or other nominee in how to vote your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the special meeting and you may cast your vote virtually at the special meeting by following the instructions at www.virtualshareholdermeeting.com/PDCE2023SM.

Q: If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card or voting instruction form directly to PDC. Your broker, bank or other nominee is obligated to provide you with a voting instruction form for you to use. You may also cast your vote virtually at the special meeting by following the instructions at www.virtualshareholdermeeting.com/PDCE2023SM.

Applicable stock exchange rules permit brokers to vote their customers’ stock held in street name on routine matters when the brokers have not received voting instructions from their customers. Those rules do not, however, allow brokers to vote their customers’ stock held in street name on non-routine matters unless they have received voting instructions from their customers. In such cases, the uninstructed shares for which the broker is unable to vote are called broker non-votes. The merger proposal, the merger-related compensation proposal and the adjournment proposal are non-routine matters on which brokers are not allowed to vote unless they have received voting instructions from their customers.

If you are a PDC “street name” stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

 

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your broker, bank or other nominee may not vote your shares on the merger proposal, which broker non-votes will have the same effect as votes cast “AGAINST” this proposal;

 

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your broker, bank or other nominee may not vote your shares on the merger-related compensation proposal, which broker non-votes will have no effect on the vote for this proposal (assuming a quorum is present); and

 

•

your broker, bank or other nominee may not vote your shares on the adjournment proposal, which broker non-votes will have no effect on the vote for this proposal (assuming a quorum is present).

Q: What if I fail to vote or abstain?

For purposes of the special meeting, an abstention occurs when a stockholder attends the special meeting virtually and does not vote or returns a proxy with an “abstain” instruction.

Merger proposal: An abstention or failure to vote will have the same effect as a vote cast “AGAINST” the merger proposal.

Merger-related compensation proposal: An abstention will have the same effect as a vote cast “AGAINST” the merger-related compensation proposal. If a PDC stockholder is not present virtually at the special meeting and does not respond by proxy, it will have no effect on the vote for the merger-related compensation proposal (assuming a quorum is present).

Adjournment proposal: An abstention will have the same effect as a vote cast “AGAINST” the adjournment proposal. If a PDC stockholder is not present virtually at the special meeting and does not respond by proxy, it will have no effect on the vote for the adjournment proposal (assuming a quorum is present).

 

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Q: What will happen if I return my proxy card or voting instruction form without indicating how to vote?

If you sign and return your proxy card or voting instruction form without indicating how to vote on any particular proposal, the PDC common stock represented by your proxy will be voted as recommended by the PDC Board with respect to that proposal.

Q: May I change or revoke my vote after I have delivered my proxy card or voting instruction form?

Yes. If you are a record holder, you may change or revoke your vote before your proxy is voted at the special meeting as described herein. You may do this in one of four ways:

 

(1)

submitting a proxy at a later time by internet or telephone until 11:59 p.m. Eastern Time on August 3, 2023;

 

(2)

signing and returning a new proxy card with a later date;

 

(3)

voting virtually at the special meeting; or

 

(4)

delivering, before 6:00 p.m. Eastern Time on August 3, 2023, to PDC’s Corporate Secretary at PDC’s executive offices at 1099 18th Street, Suite 1500, Denver, Colorado 80202, written revocation of your most recent proxy.

If you are a street name stockholder and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.

Q: What are the material U.S. federal income tax consequences of the merger?

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and Chevron and PDC intend to report the merger consistent with such qualification. Assuming the merger so qualifies, a U.S. holder (as defined in “The Merger—Material U.S. Federal Income Tax Consequences”) of PDC common stock generally would not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of PDC common stock for Chevron common stock (except for any gain or loss, if any, recognized with respect to any cash received in lieu of a fractional share of Chevron common stock). However, it is not a condition to Chevron’s obligation or PDC’s obligation to complete the transactions that the merger be treated as a “reorganization” or that Chevron or PDC receive an opinion from counsel to that effect. Chevron and PDC have not sought, and will not seek, any ruling from the Internal Revenue Service (the “IRS”) regarding any matters related to the transactions, and as a result, there can be no assurance that the IRS would not assert that the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or that a court would not sustain such a position.

If any requirement for qualification as a “reorganization” within the meaning of Section 368(a) of the Code is not met, then a U.S. holder of PDC common stock generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of the Chevron common stock received in the merger, and such U.S. holder’s aggregate tax basis in the corresponding PDC common stock surrendered in the merger.

All holders of PDC common stock should consult with a tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences of the merger to them. See “The Merger—Material U.S. Federal Income Tax Consequences” beginning on page 67 for additional information.

Q: Am I entitled to exercise appraisal rights in connection with the merger instead of receiving the merger consideration for my shares of PDC common stock?

PDC stockholders are not entitled to appraisal rights in connection with the merger. For additional information, see “The Merger—No Appraisal Rights” beginning on page 66.

 

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Q: What will happen to PDC stock-based awards?

At the effective time of the merger:

 

•

Each outstanding PDC stock appreciation right with respect to shares of PDC common stock (each, a “PDC SAR”), whether or not vested, will be converted into a stock appreciation right with respect to shares of Chevron common stock (each, a “Chevron SAR”), on the same terms and conditions as were applicable under such PDC SAR immediately prior to the effective time of the merger (including any provisions for acceleration), with the number (rounded down to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC SAR immediately prior to the effective time of the merger by (ii) the exchange ratio. The exercise price per share of Chevron common stock subject to any such Chevron SAR at and after the effective time of the merger will be an amount (rounded up to the nearest one hundredth of a cent) equal to (i) the exercise price per share of PDC common stock subject to such PDC SAR immediately prior to the effective time of the merger divided by (ii) the exchange ratio.

 

•

Each outstanding PDC award of restricted stock units that corresponds to shares of PDC common stock other than a PDC PSU award or a PDC Director RSU award (each, a “PDC RSU award”), whether or not vested, will be converted into a restricted stock unit award with respect to shares of Chevron common stock (each, a “Chevron RSU award”), on the same terms and conditions as were applicable under such PDC RSU award immediately prior to the effective time of the merger (including any provisions for acceleration), with the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC RSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

 

•

Each outstanding PDC award of restricted stock units for which vesting is conditioned in full or in part based on achievement of performance goals or metrics (each, a “PDC PSU award”), whether or not vested, will be treated as follows:

 

•

If such PDC PSU award was granted in calendar year 2021, then such PDC PSU award will become fully vested and converted into the right to receive, within five business days of the completion of the merger, the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC PSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

 

•

If such PDC PSU award was not granted in calendar year 2021, then such PDC PSU award will be converted into a Chevron RSU award, on the same terms and conditions as were applicable under such PDC PSU award immediately prior to the effective time of the merger (other than any performance-based vesting conditions, but including any provisions for acceleration), with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC PSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

 

•

The number of shares of PDC common stock subject to a PDC PSU award immediately prior to the effective time of the merger will be determined based on actual performance by the Compensation Committee of the PDC Board in accordance with the terms of the applicable award agreement, except that actual performance will be measured by: (i) deeming the applicable performance period to end as of the second to last business day prior to the effective time of the merger; (ii) computing total shareholder return for PDC by reference to the product of the exchange ratio multiplied by the Average Share Price (as defined in the applicable award agreement) of Chevron common stock for the twenty business days ending on and including the second to last business day prior to the effective time of the merger; and (iii) computing total shareholder return for the applicable peer companies by reference to the Average Share Price (as

 

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defined in the applicable award agreement) of each such company’s common stock for the twenty business days ending on and including the second to last business day prior to the effective time of the merger.

 

•

Each outstanding PDC award of restricted stock units that corresponds to shares of PDC common stock granted to a non-employee member of the PDC Board (each, a “PDC Director RSU award”), whether or not vested, will be converted into the right to receive, within five business days of the completion of the merger, the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC Director RSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

 

•

Any amounts relating to dividend equivalent rights granted with respect to the foregoing PDC equity awards that are accrued but unpaid as of the completion of the merger will carry over and will be paid if required by and in accordance with the terms and conditions as were applicable to such equity award immediately prior to the completion of the merger (or, in the case of PDC PSU awards granted in 2021 and PDC Director RSU awards, will be paid within five business days of the completion of the merger).

Q: What happens if I sell my shares of PDC common stock after the record date but before the special meeting?

The record date for the special meeting (the close of business on June 26, 2023) is earlier than the date of the special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of PDC common stock after the record date but before the date of the special meeting, you will retain your right to vote at the special meeting. However, you will not have the right to receive the merger consideration to be received by PDC stockholders in the merger. In order to receive the merger consideration, you must hold your shares through completion of the merger.

Q: Are there any risks that I should consider in deciding whether to vote in favor of the merger proposal?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 25. You also should read and carefully consider the risk factors of Chevron and PDC contained in the documents that are incorporated by reference into this proxy statement/prospectus.

Q: What should I do if I receive more than one set of voting materials?

If you hold shares of PDC common stock in “street name” and also directly as a record holder or otherwise or if you hold shares of PDC common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the special meeting. Please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on your proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of PDC common stock are voted. If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the procedures provided by your broker, bank or other nominee to vote your shares.

Q: Who will tabulate and certify the vote?

Representatives of Broadridge Financial Solutions will tabulate the votes cast at the special meeting, and representatives of American Election Services LLC will act as the Independent Inspector of Election.

Q: Where can I find the voting results of the special meeting?

The preliminary voting results will be announced at the special meeting. In addition, within four business days following certification of the final voting results, PDC intends to file the final voting results with the SEC on a Current Report on Form 8-K.

 

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Q: Whom should I contact if I have any questions about the proxy materials or voting?

If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitation agent for PDC, at:

 

509 Madison Avenue, Suite 1206

New York, New York 10022

Email: PDCE@info.morrowsodali.com

Call Collect: 800.662.5200

Toll-Free: 203.658.9400

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains certain forward-looking statements with respect to the merger between Chevron and PDC, including any statements regarding the expected timetable for completing the merger, the ability to complete the merger, the expected benefits of the merger (including anticipated accretion to return on capital employed, free cash flow, and earnings per share, as well as the potential to deliver higher returns and lower Chevron’s carbon intensity) and projected operational and capital synergies, projected financial information, future opportunities, and any other statements regarding Chevron’s and PDC’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. These statements are often, but not always, made through the use of 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. All such forward-looking statements are based on current expectations of Chevron’s and PDC’s management and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Key factors that could cause actual results to differ materially from those projected in the forward-looking statements include, but are not limited to:

 

•

the risk that PDC stockholders may not approve the merger agreement;

 

•

uncertainties as to the timing to consummate the merger;

 

•

the uncertainty of the value of the merger consideration due to the fixed exchange ratio and potential fluctuation in the market price of Chevron common stock;

 

•

the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement, including under circumstances that might require PDC to pay or cause to be paid a termination fee of $225,000,000 to Chevron;

 

•

the possibility that the merger is delayed or does not occur;

 

•

the risk that a condition to closing the merger may not be satisfied in a timely manner or at all;

 

•

the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the parties;

 

•

the effects of disruption to Chevron’s or PDC’s respective businesses;

 

•

negative effects of announcement of Chevron’s proposal to acquire PDC or the announcement of the completion of the merger on the market price of Chevron’s and/or PDC’s common stock, their financial performance and their respective ability to maintain relationships with suppliers and customers;

 

•

the risks related to Chevron and PDC being restricted in the operation of their respective businesses while the merger agreement is in effect;

 

•

changing economic, regulatory (federal and state) and political environments in the U.S.;

 

•

significant transaction and other costs in connection with the merger in excess of those anticipated by Chevron or PDC;

 

•

litigation relating to the merger and other unknown liabilities;

 

•

Chevron’s ability to achieve the benefits and projected operational and capital synergies from the merger;

 

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•

Chevron’s ability to promptly, efficiently and effectively integrate acquired operations into its own operations;

 

•

the ability of PDC to retain and hire key personnel;

 

•

the diversion of management time on transaction-related issues;

 

•

changing crude oil and natural gas prices and demand for Chevron’s and PDC’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;

 

•

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;

 

•

general domestic and international economic 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;

 

•

access to pipelines to move crude oil and condensate;

 

•

the competitiveness of alternate-energy sources or product substitutes;

 

•

development of large carbon capture and offset markets;

 

•

technological developments;

 

•

the results of operations and financial condition of Chevron’s and PDC’s suppliers, vendors, partners and equity affiliates, particularly during the COVID-19 pandemic;

 

•

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 or PDC’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 or PDC’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;

 

•

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;

 

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•

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 company 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 of the Chevron Board 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 rule-setting bodies;

 

•

Chevron’s ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry; and

 

•

other risk factors as detailed from time to time in Chevron’s and PDC’s reports filed with the SEC, including Chevron’s and PDC’s respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including the risks and uncertainties set forth in or incorporated by reference into this proxy statement/prospectus in the section entitled “Risk Factors” beginning on page 25. See the section entitled “Where You Can Find More Information” beginning on page 118 of this proxy statement/prospectus.

These forward-looking statements reflect Chevron’s and PDC’s current views with respect to future events and are based on numerous assumptions and assessments made by Chevron and PDC in light of their experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this document could cause Chevron’s and PDC’s plans with respect to the merger, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this proxy statement/prospectus or, in the case of a document incorporated by reference, as of the date of that document. Neither Chevron nor PDC assumes any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

 

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RISK FACTORS

In addition to the other information included in and incorporated by reference into this proxy statement/prospectus, including, among others, the matters addressed in “Cautionary Note Regarding Forward-Looking Statements” beginning on page 22, PDC stockholders should carefully consider the following risk factors before deciding whether to vote for the proposal to adopt the merger agreement. In addition, you should read and consider the risks associated with each of the businesses of PDC and Chevron because these risks will relate to Chevron following the completion of the merger. Descriptions of some of these risks can be found in the respective Annual Reports of Chevron and PDC on Form 10-K for the fiscal year ended December 31, 2022, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this proxy statement/prospectus. You should also consider the other information in this document and the other documents incorporated by reference into this document. See “Where You Can Find More Information” beginning on page 118.

Risks Related to the Merger

The merger is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the merger in a timely manner or at all could have adverse effects on PDC.

The completion of the merger is subject to a number of conditions, including, among others, (i) the approval by PDC stockholders of the adoption of the merger agreement and (ii) U.S. regulatory approvals, which make the completion and timing of the completion of the merger uncertain. For a more detailed discussion regarding conditions to the merger, see “The Merger Agreement—Conditions to Completion of the Merger”, beginning on page 92. Also, either Chevron or PDC may terminate the merger agreement if the merger has not been consummated by May 22, 2024 (or November 26, 2024, if the end date is extended pursuant to the merger agreement), except that this right to terminate the merger agreement will not be available to any party whose failure to perform any obligation under the merger agreement has principally caused or resulted in the failure of the merger to be consummated on or before that date.

If the merger is not completed, PDC’s ongoing business, financial condition, financial results and stock price may be materially adversely affected. Without realizing any of the benefits of having completed the merger, Chevron and PDC will be subject to a number of risks, including the following:

 

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the market price of Chevron common stock and/or PDC common stock could decline to the extent that the current market price reflects a market assumption that the transaction will be completed;

 

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PDC could owe a termination fee of $225,000,000 to Chevron under certain circumstances;

 

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if the merger agreement is terminated and the Chevron Board or the PDC Board seeks another business combination, Chevron stockholders and PDC stockholders cannot be certain that Chevron or PDC will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that the other party has agreed to in the merger agreement;

 

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time and resources committed by Chevron’s and PDC’s respective management to matters relating to the merger could otherwise have been devoted to pursuing other beneficial opportunities for their respective companies;

 

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Chevron and/or PDC may experience negative reactions from the financial markets or from their respective customers, suppliers or employees;

 

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Chevron and PDC will be required to pay their respective costs relating to the merger, such as legal, accounting, financial advisory and printing fees, whether or not the merger is completed; and

 

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litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against Chevron or PDC to perform their respective obligations pursuant to the merger agreement.

 

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In addition, if the merger is not completed, Chevron and/or PDC could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against Chevron or PDC to perform their respective obligations under the merger agreement. The materialization of any of these risks could adversely impact Chevron’s and PDC’s respective ongoing businesses, financial condition, financial results and stock price. Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the merger.

If the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the PDC stockholders may be required to pay substantial U.S. federal income taxes.

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and Chevron and PDC intend to report the merger consistent with such qualification. However, it is not a condition to PDC’s obligation or Chevron’s obligation to complete the transactions that the merger be treated as a “reorganization” or that Chevron or PDC receive an opinion from counsel to that effect. Chevron and PDC have not sought, and will not seek, any ruling from the IRS regarding any matters relating to the transactions, and as a result, there can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to the treatment of the merger as a “reorganization” within the meaning of Section 368(a) of the Code. If the IRS or a court determines that the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a holder of PDC common stock would generally recognize taxable gain or loss upon the exchange of PDC common stock for Chevron common stock pursuant to the merger. See “The Merger—Material U.S. Federal Income Tax Consequences” beginning on page 67.

The merger agreement contains provisions that limit PDC’s ability to pursue alternatives to the merger, could discourage a potential competing acquiror of PDC from making a favorable alternative transaction proposal and, in specified circumstances, could require PDC to pay a termination fee to Chevron.

The merger agreement contains certain provisions that restrict PDC’s ability to initiate, solicit, knowingly encourage or facilitate or, subject to certain exceptions, engage in discussions or negotiations with respect to, or approve or recommend, any third-party proposal for an alternative transaction. Further, even if the PDC Board withdraws or qualifies its recommendation with respect to the adoption of the merger agreement, unless the merger agreement has been terminated in accordance with its terms, PDC will still be required to submit each of its merger-related proposals to a vote at the special meeting. In addition, Chevron generally has an opportunity to offer to modify the terms of the transactions contemplated by the merger agreement in response to any third-party alternative transaction proposal before the PDC Board may withdraw or qualify its recommendation with respect to the merger-related proposal or otherwise terminate the merger agreement.

In some circumstances, upon termination of the merger agreement, PDC will be required to pay a termination fee of $225,000,000 to Chevron. See the sections titled “Summary—No Solicitation” and “The Merger Agreement—Termination of the Merger Agreement” beginning on pages 16 and 94, respectively.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of PDC or pursuing an alternative transaction from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share cash or market value than the per share cash or market value proposed to be received or realized in the merger. In particular, the termination fee, if applicable, could result in a potential third-party acquiror or merger partner proposing to pay a lower price to the PDC stockholders than it might otherwise have proposed to pay absent such a fee.

If the merger agreement is terminated and PDC determines to seek another business combination, PDC may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger.

 

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The merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on PDC and/or Chevron following the transaction or that could delay, prevent or increase the costs associated with completion of the merger.

Before the merger may be completed, any waiting period (or extension thereof) under the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which is referred to as the “HSR Act”, must have expired or been terminated. In deciding whether to grant the required approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations or other confirmations, the relevant governmental entities may impose requirements, limitations or costs or place restrictions on the conduct of the business of Chevron following the transaction. Under the merger agreement, Chevron and PDC have agreed to use their respective reasonable best efforts to obtain as soon as practicable all approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations required to be obtained from any third party or governmental body, agency, authority or official which are necessary, proper or advisable to consummate the merger. However, notwithstanding the foregoing, Chevron and its subsidiaries are not required to take (or to request or authorize PDC or any of its subsidiaries to undertake) any action if it would, or would reasonably be expected to, result in a substantial detriment. For this purpose, “substantial detriment” means any requirement to:

 

•

divest or hold separate, or limit the operation of, or agree to any other remedy (including any conduct remedies) with respect to any division, subsidiary, interest, business, product line, asset or property relating to the operations conducted by Chevron and its subsidiaries prior to, at or after the effective time of the merger, except as (i) contemplated in the second bullet below with respect to any division, subsidiary, interest, business, product line, asset or property of PDC and its subsidiaries prior to the closing of the merger and (ii) contemplated in the first sentence following the third bullet hereof;

 

•

divest or hold separate any division, subsidiary, interest, business, product line, asset or property of PDC and its subsidiaries which would, individually or in the aggregate (and after giving effect to any reasonably expected proceeds of any divestiture or sale of assets), result in, or be reasonably likely to result in, a material adverse effect on the financial condition, business, assets or continuing results of operations of PDC and its subsidiaries, taken as a whole, at or after the effective time of the merger;

 

•

agree to any remedy that is not a divestiture or hold separate remedy with respect to PDC or any division, subsidiary, interest, product line, asset or property of PDC or any of its subsidiaries.

Chevron will, however, if required by an applicable governmental agency, body, authority or entity, agree to any requirement to provide prior notice to, or to obtain prior approval from, any governmental agency, body, authority or entity to the extent such requirement is immaterial to Chevron.

In addition, governmental agencies, bodies, authorities or entities may impose conditions, terms, obligations or restrictions in connection with their approval of or consent to the merger, and such conditions, terms, obligations or restrictions may delay completion of the merger or impose additional material costs on or materially limit Chevron’s revenues following the completion of the merger. There can be no assurance that governmental agencies, bodies, authorities or entities will choose not to impose such conditions, terms, obligations or restrictions, and, if imposed, such conditions, terms, obligations or restrictions may delay or lead to the abandonment of the merger. At any time before or after consummation of the merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, the FTC, the DOJ or any state could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger or seeking the divestiture of substantial assets of Chevron or PDC or their respective subsidiaries. For a more detailed description of the regulatory review process, see the section entitled “The Merger—Regulatory Approvals Required for the Merger” beginning on page 64.

 

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The exchange ratio is fixed and will not be adjusted in the event of any change in either Chevron’s or PDC’s stock price.

Upon completion of the merger, each share of PDC common stock will be converted into the right to receive 0.4638 of a validly issued, fully paid and non-assessable share of Chevron common stock. This exchange ratio was fixed in the merger agreement and will not be adjusted for changes in the market price of either Chevron common stock or PDC common stock between the date the merger agreement was signed and completion of the merger. Due to the fixed exchange ratio, fluctuations in the price of Chevron common stock will drive corresponding changes in the value of the merger consideration payable to each PDC stockholder. As a result, changes in the price of Chevron common stock prior to the completion of the merger will affect the market value that PDC stockholders will become entitled to receive on the date of the closing. Stock price changes may result from a variety of factors (many of which are beyond Chevron’s or PDC’s control), such as changes in Chevron’s or PDC’s respective business, operations and prospects; changing crude oil and natural gas prices, as well as crude oil production quotas; overall demand for crude oil and natural gas commodities; the continued effects of the COVID-19 pandemic and governmental and business responses to the pandemic; and changes in government rules and regulations in the countries in which each of Chevron and PDC operate.

The price of Chevron common stock has fluctuated during the period between the date the merger agreement was executed and the date of this proxy statement/prospectus, and may continue to change through the date of the special meeting and the date the merger is completed. For example, based on the range of closing prices of Chevron common stock during the period from May 19, 2023, the last full trading day before the public announcement of the merger, through June 27, 2023, the latest practicable trading date before the date of this proxy statement/prospectus, the exchange ratio represented the market value of the merger consideration ranging from a high of $74.13 to a low of $69.86 for each share of PDC common stock. The actual market value of the Chevron common stock received by holders of PDC common stock upon completion of the merger may be outside this range.

These variations could result from changes in the business, operations or prospects of Chevron or PDC prior to or following the completion of the merger, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of Chevron or PDC. At the time of the special meeting, PDC stockholders will not know with certainty the value of the shares of Chevron common stock that they will receive upon completion of the merger.

Members of the PDC Board and management have interests in the merger that are different from, or in addition to, those of other stockholders.

In considering whether to adopt the merger agreement and approve the transactions contemplated thereby, PDC stockholders should recognize that members of management and the PDC Board have interests in the merger that differ from, or are in addition to, their interests as stockholders of PDC.

The executive officers of PDC have arrangements with PDC that provide for certain severance payments or benefits, accelerated vesting of certain equity-based awards and other rights and other payments or benefits upon completion of the merger and/or if their employment or service is terminated under certain circumstances following the completion of the merger. The directors of PDC have arrangements with PDC that provide for accelerated vesting of certain equity-based awards following the completion of the merger. In addition, the executive officers and directors of PDC also have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive the completion of the merger. The PDC Board was aware of these interests and considered them, among other matters, in approving the merger agreement and making its recommendation that the PDC stockholders vote “FOR” the merger proposal and “FOR” the merger-related compensation proposal.

These interests are further described in “The Merger—Interests of Directors and Executive Officers of PDC in the Merger” beginning on page 55.

 

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Each party is subject to business uncertainties and contractual restrictions while the proposed merger is pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the merger, it is possible that some customers, suppliers and other persons with whom Chevron or PDC has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Chevron or PDC, as the case may be, as a result of the merger. Under the terms of the merger agreement, each of Chevron and PDC is subject to certain restrictions on the conduct of its respective business prior to completing the merger, which may adversely affect Chevron’s ability to acquire assets or PDC’s ability to execute certain of its business strategies, including, with respect to PDC, the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could adversely affect each party’s businesses and operations prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements—Conduct of Business” beginning on page 76.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger.

The opinion of PDC’s financial advisor will not reflect changes in circumstances between the signing of the merger agreement and the completion of the merger.

PDC has received an opinion from its financial advisor in connection with the signing of the merger agreement, but has not obtained any updated opinion from its financial advisor as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Chevron or PDC, general market and economic conditions and other factors that may be beyond the control of Chevron or PDC, and on which PDC’s financial advisor’s opinion was based, may significantly alter the value of Chevron or PDC or the prices of the shares of Chevron common stock or PDC common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because PDC does not currently anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the merger consideration from a financial point of view at the time the merger is completed. The PDC Board’s recommendation that PDC stockholders vote “FOR” approval of the merger proposal, “FOR” the non-binding merger-related compensation proposal and “FOR” the adjournment proposal, however, is made as of the date of this proxy statement/prospectus.

For a description of the opinion that PDC received from its financial advisor, see the section entitled “The Merger—Opinion of PDC’s Financial Advisor” beginning on page 46. A copy of the opinion of J.P. Morgan, PDC’s financial advisor, is attached as Annex B to this proxy statement/prospectus.

PDC may be unable to retain key employees during the pendency of the merger.

In connection with the pending merger, PDC’s current and prospective employees may experience uncertainty about their future roles with Chevron following the merger, which may materially adversely affect its ability to attract and retain key personnel during the pendency of the merger. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Chevron following the merger. Accordingly, no assurance can be given that PDC will be able to retain key employees to the same extent that PDC has been able to in the past.

Potential litigation against Chevron and PDC could result in substantial costs, an injunction preventing the completion of the merger and/or a judgment resulting in the payment of damages.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is unsuccessful, defending against these claims can result

 

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in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on Chevron’s and PDC’s respective liquidity and financial condition.

Stockholders of PDC may file lawsuits against Chevron, PDC and/or the directors and officers of either company in connection with the merger. These lawsuits could prevent or delay the completion of the merger and result in significant costs to PDC and/or Chevron, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.

Completion of the merger may trigger change in control or other provisions in certain agreements to which PDC is a party, which may have an adverse impact on Chevron’s business and results of operations after the merger.

The completion of the merger may trigger change in control and other provisions in certain agreements to which PDC is a party. If Chevron and PDC are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Chevron and PDC are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to PDC or Chevron following the transaction.

PDC stockholders are not entitled to appraisal rights in connection with the merger.

Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under the DGCL, holders of shares of PDC common stock will not have rights to an appraisal of the fair value of their shares in connection with the merger. See “The Merger—No Appraisal Rights” beginning on page 66 for additional information.

The shares of Chevron common stock to be received by PDC stockholders upon completion of the merger will have different rights from shares of PDC common stock.

Upon completion of the merger, PDC stockholders will no longer be stockholders of PDC but will instead become stockholders of Chevron, and their rights as Chevron stockholders will be governed by the terms of Chevron’s certificate of incorporation, as amended (“Chevron’s certificate of incorporation”), and Chevron’s by-laws, as amended (“Chevron’s By-Laws”). The terms of Chevron’s certificate of incorporation and Chevron’s By-Laws are in some respects materially different than the terms of PDC’s certificate of incorporation, as amended (“PDC’s certificate of incorporation”), and PDC’s Bylaws, which currently govern the rights of PDC stockholders. See “Comparison of Rights of Stockholders of Chevron and PDC” beginning on page 107 for a discussion of the different rights associated with shares of PDC common stock and shares of Chevron common stock.

PDC stockholders will have a significantly reduced ownership and voting interest after the merger and will exercise less influence over the policies of Chevron following the transaction than they now have on the policies of PDC.

Chevron stockholders currently have the right to vote in the election of the Chevron Board and on other matters affecting Chevron. PDC stockholders currently have the right to vote in the election of the PDC Board and on other matters affecting PDC. Immediately after the merger is completed, it is expected that current Chevron stockholders will own approximately 98% of the shares of outstanding common stock of Chevron following the transaction, and current PDC stockholders will own approximately 2% of the common stock outstanding of Chevron following the transaction. As a result, current PDC stockholders will have significantly less influence on the policies of Chevron than they now have on the policies of PDC.

 

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Risks Relating to Chevron After Completion of the Merger

Chevron may not achieve the intended benefits and the merger may disrupt its current plans or operations.

There can be no assurance that Chevron will be able to successfully integrate PDC’s assets or otherwise realize the expected benefits of the potential transaction (including capital expenditures efficiencies and operational synergies). Difficulties in integrating PDC into Chevron may result in Chevron performing differently than expected, in operational challenges or in the failure to realize anticipated synergies and efficiencies in the expected timeframe or at all, in which case the merger may not be accretive to Chevron’s return on average capital employed (calculated as net income (loss) attributable to Chevron (adjusted for after-tax interest expense and noncontrolling interest) divided by average capital employed, which is computed by averaging the sum of capital employed at the beginning and end of the year), free cash flow (calculated as cash provided by operating activities less capital expenditures) and earnings per share within one year after the completion of the merger. The integration of the two companies may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining or attracting business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; consolidating corporate and administrative infrastructures and eliminating duplicative operations; coordinating geographically separate organizations; unanticipated issues in integrating information technology, communications and other systems; as well as potential unknown liabilities, unforeseen expenses relating to integration, or delays associated with the acquisition.

The market price of Chevron’s common stock after the merger may be affected by factors different from those affecting the price of Chevron or PDC common stock before the merger.

Upon completion of the merger, holders of Chevron common stock and PDC common stock will be holders of Chevron common stock. As the businesses of Chevron and PDC are different, the results of operations as well as the price of Chevron’s common stock may in the future be affected by factors different from those factors affecting Chevron and PDC as independent stand-alone companies. Chevron following the transaction will face additional risks and uncertainties that Chevron or PDC may currently not be exposed to as independent companies.

The market price of Chevron’s common stock may decline as a result of the merger.

The market price of Chevron common stock may decline as a result of the merger if, among other things, it is unable to achieve the expected benefits and synergies of the potential transaction, if the merger is not completed within the anticipated timeframe or if the transaction costs related to the merger are greater than expected. The market price also may decline if Chevron does not achieve the perceived benefits and expected synergies of the transaction as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the merger on Chevron’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

The merger may result in a loss of customers, distributors, suppliers, vendors, landlords and other business partners and may result in the termination of existing contracts.

Following the merger, some of the customers, distributors, suppliers, vendors, landlords and other business partners of PDC may terminate or scale back their current or prospective business relationships with Chevron. Some customers may not wish to source a larger percentage of their needs from a single company or may feel that Chevron is too closely allied with one of their competitors. In addition, PDC has contracts with customers, distributors, suppliers, vendors, landlords and other business partners that may require it to obtain consents from these other parties in connection with the merger, which may not be obtained on favorable terms or at all. If relationships with customers, distributors, suppliers, vendors, landlords and other business partners are adversely affected by the merger, or if Chevron, following the merger, loses the benefits of the contracts of PDC, Chevron’s business and financial performance could suffer.

 

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Following the completion of the merger, Chevron may incorporate PDC’s hedging activities into Chevron’s business, and Chevron may be exposed to additional commodity price risks arising from such hedges.

To mitigate its exposure to changes in commodity prices, PDC hedges oil, natural gas and natural gas liquid (“NGL”) prices from time to time, primarily through the use of certain derivative instruments. If Chevron assumes existing PDC hedges, then Chevron will bear the economic impact of all of PDC’s current hedges following the completion of the merger. Actual crude oil, natural gas and NGL prices may differ from Chevron’s expectations and, as a result, such hedges may or may not have a negative impact on Chevron’s business.

Chevron’s By-Laws will govern Chevron following the merger and provide that a state or federal court located within the State of Delaware will be the exclusive forum for substantially all disputes between Chevron (after the merger) and its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with Chevron or its directors, officers or other employees.

Chevron’s By-laws provide that, unless Chevron consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Chevron, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Chevron to Chevron or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Chevron reserves the right to assert that this exclusive forum provision applies to any derivative action or proceeding brought by a stockholder to procure a judgment in Chevron’s favor, including derivative actions purporting to assert on Chevron’s behalf any claims it possesses against third parties that arise under the federal securities laws (e.g., the Securities Act and the Exchange Act). It is, however, uncertain whether a court would enforce this exclusive forum provision with respect to a derivative action or proceeding brought by a stockholder to enforce Chevron’s rights under the Securities Act or Exchange Act. In addition, stockholders cannot waive, and this exclusive forum provision does not purport to waive, Chevron’s own compliance with the federal securities laws and the rules and regulations thereunder.

This exclusive forum provision may limit the ability of a stockholder, including a former PDC stockholder who becomes a Chevron stockholder after the merger is completed, to bring a claim in a judicial forum of its choosing for disputes with Chevron or its directors, officers or other employees, which may discourage lawsuits against Chevron and its directors, officers and other employees. In addition, stockholders who do bring a claim in a state or federal court located within the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. In addition, the court located in the State of Delaware may reach different judgments or results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be more favorable to Chevron than to its stockholders.

Other Risk Factors of Chevron and PDC

Chevron’s and PDC’s businesses are and will be subject to the risks described above. In addition, Chevron and PDC are and will continue to be subject to the risks described in Chevron’s and PDC’s respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2022 as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. For the location of information incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 118.

 

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THE MERGER

The following is a discussion of the transaction and the material terms of the merger agreement between Chevron and PDC. You are urged to read the merger agreement carefully and in its entirety. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus and incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. This section is not intended to provide you with any factual information about Chevron or PDC. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Chevron and PDC make with the SEC that are incorporated by reference into this document, as described in “Where You Can Find More Information” beginning on page 118.

Background of the Merger

The PDC Board and company management regularly review and assess PDC’s performance, strategy, financial position, leverage, opportunities and risks in light of current business and economic conditions, developments in the oil and gas exploration and production sector, and potential future industry developments. These reviews have taken place consistently through different macro environments. One such strategic review session occurred in September 2022 during which the management of PDC presented to the PDC Board on various strategic growth opportunities, which included an evaluation of potential strategic merger combinations, acquisition opportunities, and joint ventures. These opportunities included assets within and outside PDC’s current asset portfolio. PJT Partners LP (“PJT Partners”) also participated in the discussions with the PDC Board. Following this review, the PDC Board directed management to continue its strategy of pursuing growth through accretive acquisitions, focusing primarily, though not exclusively, on potential opportunities in the Permian Basin, due to, among other things, the relatively large number of potential target companies operating in the basin, its favorable geological and operating characteristics and a desire to build scale in the Permian Basin to complement PDC’s Colorado operations.

PDC’s pursuit of its growth strategy, both before and after the September 2022 review, has been shaped by factors including (i) increased regulatory scrutiny and uncertainty in Colorado, (ii) commodity price volatility and evolving investor sentiment regarding the upstream energy industry and (iii) a challenging market for acquisitions. Each of these factors is discussed briefly below.

In 2018, opponents of oil and gas development in Colorado supported Proposition 112, a ballot initiative to increase the distance between all new oil and gas development not on federal land and any occupied structure or broadly defined “vulnerable area”. If enacted, Proposition 112 would have effectively prohibited the vast majority of PDC’s future drilling activities in Colorado. Although Proposition 112 was defeated in the November 2018 election, a new law, referred to as Senate Bill 19-181, was enacted in April 2019. Senate Bill 19-181 made a number of changes to oil and gas regulation in Colorado, in particular through “local control” provisions that give county and municipal governmental authorities the ability to regulate facility siting and surface impacts of oil and natural gas development and to impose requirements that are stricter than state requirements. Since the enactment of Senate Bill 19-181, a permitting process under the law has been developed by the Colorado Oil and Gas Conservation Commission, and PDC has had several “Oil and Gas Development Plans” and one “Comprehensive Area Plan” approved under the new rules. However, regulatory uncertainties remain. For example, new ballot initiatives have been proposed for the November 2024 election that, if passed, may generally restrict oil and gas permitting in Colorado by the end of 2030.

With respect to commodity prices, the historical volatility of those prices has continued in recent years, with dramatic collapses in the price of oil in 2014 and 2020 resulting in severe declines in the trading price of many energy company securities. In response to these events, investors have increasingly emphasized the critical importance of balance sheet strength, financial returns from drilling activities, generation of free cash flow, the careful management of G&A and other costs and return of capital. PDC, like other companies in the upstream oil and gas industry, has responded to changing investor priorities in part by seeking acquisitions that provide

 

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operational efficiencies and corporate synergies. Under the direction of the PDC Board, the company’s management has explored numerous potential acquisitions and other strategic alternatives, within and outside of the basins in which PDC currently operates, that would increase the scale and efficiency of its operations and its inventory of drilling locations. As a result of these efforts, PDC has successfully completed acquisitions, including a merger with SRC Energy Inc. in 2020 and an acquisition of Great Western Petroleum, LLC in 2022.

However, PDC has found continued growth through acquisitions to be challenging due to several factors including (i) the reluctance of some non-Colorado parties to merge with, or receive stock as consideration from, a Colorado operator and thereby assume exposure to Colorado regulatory risk, (ii) the limited additional top-tier properties in Colorado that would potentially be available for acquisition, (iii) the competitiveness of the market for properties and companies operating in the Permian Basin, resulting in high acquisition prices impacting potential accretion, and (iv) with respect to properties outside of the DJ or Permian Basins, the potential difficulty involved in achieving significant operational efficiencies and corporate synergies. For example, in 2022, PDC had discussions regarding the following potential transactions:

 

(i)

Beginning in the summer of 2022 and ending towards the end of 2022, Mr. Brookman and Mr. Lauck met with several key principals of a similar sized public peer company with assets in the Permian Basin to discuss a conceptual potential merger combination that would significantly scale pro forma PDC and meaningfully increase its portfolio outside of Colorado. However, during discussion between the companies and their representatives, PDC became aware that this company wanted to maintain its focus in the Permian Basin and was not interested in pursuing a transaction with PDC. As a result, the companies ended discussions before entering into a confidentiality agreement or sharing any confidential information.

 

(ii)

In the fall of 2022, PDC’s management discussed purchasing a smaller public peer company (“Company A”) with operations in basins in which PDC does not operate. As a result, in December 2022, Mr. Brookman met with the CEO of Company A regarding PDC’s interest in a potential transaction. During that meeting, Company A indicated it was not interested in a transaction at that time. As a result, during 2022, the companies did not enter into a confidentiality agreement or share any confidential information. However, as discussed below, PDC and Company A subsequently resumed conversations in April 2023.

 

(iii)

Throughout 2022 and early 2023, Mr. Brookman met with the CEO and certain advisors of a smaller public peer company with assets in Colorado and had high level discussions regarding the possibility of an acquisition of the company by PDC. However, following such meetings, PDC’s management and the PDC Board determined not to pursue a transaction because the transaction would not meet PDC’s previously disclosed acquisition criteria. As a result, the companies did not pursue entry into a confidentiality agreement or share any confidential information.

 

(iv)

Beginning in March 2022 and ending in January 2023, PDC’s management and the PDC Board discussed and participated in a process to acquire a private equity-backed company with Permian Basin assets. In October 2022, PDC initially entered into a confidentiality agreement, which did not include a standstill, with the company. In December 2022, PDC made an initial bid on the company and at that time entered into a mutual confidentiality agreement, which also did not include a standstill. PDC subsequently made a second bid in January 2023; however, as a result of the sellers requiring a very high cash component of consideration, general market risk, and timing considerations, the companies determined a transaction was not feasible.

 

(v)

In April 2022, PDC initially entered into a confidentiality agreement, which did not include a standstill, in connection with the potential acquisition of certain Permian basin assets of a global E&P company. In June 2022, PDC’s management and the PDC Board made an initial bid on the assets. PDC subsequently engaged in additional valuation discussions in August 2022; however, the companies were unable to reach a mutually agreeable price for the assets.

 

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In May 2021, Bart Brookman, Lance Lauck and Scott Meyers, PDC’s CEO, Executive Vice President Corporate Development & Strategy and CFO, respectively, met with Frank Mount, Chevron’s Vice President – M&A and Origination, to discuss the possibility of PDC purchasing some or all of its Denver-Julesburg Basin (“DJ Basin”) assets and/or certain Permian Basin assets from Chevron. Mr. Mount indicated at that meeting that Chevron was not interested in such a transaction at that time. In July 2021, Mr. Lauck, and other representatives of PDC, met with Norman Hansen, Chevron’s Director, Origination Americas, and other representatives of Chevron, to discuss the possibility of a Permian Basin joint venture whereby PDC would establish terms to drill future wells on certain Chevron properties. After internal reviews, Mr. Hansen indicated that Chevron was not interested in such a transaction at that time.

Messrs. Brookman and Lauck met again with Mr. Mount in May 2022 to discuss a potential purchase by PDC of certain Chevron acreage, and Mr. Mount again said that Chevron was not interested in such a transaction. In December 2022, Mr. Mount and Mr. Brookman met to discuss possible business combinations and the low market premiums many recent transactions had received given existing market conditions. Shortly after this meeting, Mr. Brookman conveyed the substance of the conversation to Mark Ellis, the Chairman of the PDC Board, following which Mr. Brookman discussed the possibility of a transaction with Chevron with several other PDC directors. Mr. Brookman informed Mr. Ellis that he would raise the subject at the meeting of the PDC Board scheduled for February 2023. Mr. Mount indicated Chevron’s interest in potentially acquiring PDC to Mr. Brookman at an industry conference in January 2023.

On January 20, 2023, Mr. Mount and Mr. Brookman spoke, and as part of that discussion, Mr. Mount indicated that the Chevron Board would be made aware of the possible effort to acquire PDC. A follow-up call on February 8, 2023 confirmed Chevron’s interest. On February 17, 2023, Mr. Mount and Mr. Brookman discussed various procedural aspects of a potential transaction, including the anticipated advisors for each company and the due diligence process. Mr. Mount indicated that Chevron was working in good faith on its internal analysis of a potential acquisition and moving through the Chevron internal approval process with respect to potentially providing a written offer.

The PDC Board met on February 20, 2023 to discuss Chevron’s suggestion that Chevron might propose a transaction. After discussion of various possible courses of action, and noting PDC’s recent unsuccessful efforts to pursue significant mergers or acquisitions, the PDC Board indicated to management that it should continue to discuss with Chevron the possibility of a transaction. The PDC Board also indicated support for management’s proposal to engage J.P. Morgan as PDC’s financial advisor in connection with a potential transaction and Wachtell, Lipton, Rosen & Katz (“Wachtell”) and Davis Graham & Stubbs LLP (“DGS”) as its legal advisors.

On February 22, 2023, PDC entered into an engagement letter with J.P. Morgan. J.P. Morgan was selected based on its industry experience, as well as its long-standing relationship with, and knowledge of, PDC. Mr. Mount and Mr. Brookman spoke the same day to discuss certain high level due diligence issues and the process for a potential transaction. Mr. Brookman indicated on this call his belief that the PDC Board might be most receptive to an all-stock offer so that PDC shareholders would benefit from participating in the value and opportunities of Chevron, including its worldwide asset portfolio, dividends, share repurchases and future growth. On February 23, 2023, PDC and Chevron entered into a mutual confidentiality agreement, which included a customary standstill restriction with a customary “fall-away” provision that renders the standstill inapplicable following PDC’s entry into a definitive agreement relating to an acquisition of a majority of PDC’s voting securities or assets, or any third party commencing a tender offer for a majority of PDC’s outstanding voting securities and PDC or the PDC Board accepting such offer. On February 24, 2023 and March 3, 2023, Mr. Mount and Mr. Brookman spoke again to discuss a potential presentation by members of PDC management to members of Chevron management on March 16 or 17. Mr. Mount indicated that Chevron was not prepared to make an offer in advance of the management presentation.

On February 27, 2023, the PDC Board met, and members of PDC management provided an update regarding the potential transaction process, including due diligence, the terms of the confidentiality agreement

 

35

and J.P. Morgan’s engagement. The PDC Board discussed various aspects of the potential transaction at this meeting, including a comparison of the potential benefits and potential limitations of receiving stock versus cash consideration and alternatives. On March 6, 2023, the PDC Board met again to review and discuss with J.P. Morgan certain financial aspects of a potential transaction and certain financial information regarding Chevron and PDC, including certain preliminary financial analyses regarding PDC.

On March 10, 2023, Mr. Mount and Mr. Brookman had a call to discuss, among other things, the due diligence process and potential exchange ratios for the transaction. Mr. Brookman indicated that the PDC Board would be looking for a “strong” offer that reflected PDC’s intrinsic value and a premium over the current trading price of PDC’s common stock.

On March 13, 2023, the PDC Board met to receive an update from Mr. Brookman about the status of discussions and upcoming management meeting with Chevron. On March 15, 2023, Mr. Mount and Mr. Brookman further discussed the management meeting and a potential transaction timeline. On the same date, the PDC Board met again and received an update from J.P. Morgan regarding the conditions of stock markets, generally, and the recent performance of stock prices of PDC and Chevron, in particular, following the recent failure of Silicon Valley Bank and certain other financial institutions. The PDC Board discussed with J.P. Morgan these matters and potential transaction premiums over varying time periods. After discussion, the Board directed Mr. Brookman to emphasize PDC’s intrinsic value in his discussions with Chevron rather than the companies’ relative trading prices. The PDC Board then discussed parties other than Chevron that might be interested in a transaction with PDC and whether an outreach should be made to any such party. After substantial discussion and input from J.P. Morgan and the legal advisors, the PDC Board determined that no outreach should be made at that time because it was still uncertain whether Chevron would make an offer to purchase PDC and because the PDC Board did not want to risk information about a potential transaction becoming publicly known.

On March 16, 2023, Mr. Brookman met for dinner with Mr. Mount and other representatives of Chevron management in advance of a scheduled management presentation the next day.

On March 17, 2023, Mr. Brookman and other members of PDC management gave a presentation to Mr. Mount, Mark Nelson, Chevron’s Vice Chairman and Executive Vice President, Strategy, Policy & Development, Bruce Niemeyer, Chevron’s President, Americas Exploration & Production, and other members of Chevron management, with representatives of Morgan Stanley & Co. LLC (“Morgan Stanley”), Chevron’s financial advisor, in attendance, regarding PDC’s history, operations, financial results, reserves, ESG and sustainability initiatives and other matters. During the meeting, representatives of Chevron indicated that Chevron had been impressed with PDC’s successes and management team, and that an acquisition of PDC would align with Chevron’s focus on generating higher returns while expecting to further lower Chevron’s upstream carbon intensity via practices such as electric drilling and completion equipment, no routine flaring, low emission facility designs, and other best practices. On March 20, 2023, Mr. Mount called Mr. Brookman to tell him that Chevron was impressed with the presentation and remained interested in a transaction. Mr. Mount indicated that due to disruptions in the markets arising from the financial institution failures, Chevron was undertaking further evaluation of the ongoing impact of these developments on the financial markets and general macroeconomic trends and would complete that evaluation prior to proceeding with any written offer to acquire PDC, which could delay the discussions into April.

At a PDC Board meeting held on March 20, 2023, Mr. Brookman gave the board an overview of his communications with Chevron over the preceding week, including Chevron’s timing. These matters were further discussed between Mr. Brookman and Mr. Mount on March 24, 2023, when Mr. Mount told Mr. Brookman that Chevron expected that it would take at least two weeks to further evaluate the impact of the financial institution failures on the broader economy. On March 27, 2023, Mr. Brookman conveyed this information regarding the timeline to the PDC Board. On March 31, 2023, Mr. Mount told Mr. Brookman that Chevron’s analysis of the general economic situation was ongoing.

 

36

On April 11, 2023, Mr. Brookman told Mr. Mount that the PDC Board needed clarity concerning the prospects for a transaction in light of the delayed timing; Mr. Mount responded that Chevron remained interested in the transaction. Mr. Brookman reported the content of this conversation to the PDC Board at a meeting held on April 11, 2023.

On April 18, 2023, Mr. Brookman met with the CEO of Company A. Mr. Brookman had had conversations with the CEO of Company A from time to time about general issues facing the oil and gas industry, and occasionally about the prospect of a transaction between the two companies, but no specific terms of a transaction were discussed. At this meeting, the CEO of Company A indicated that it was exclusively interested in a potential merger with PDC at that time. Mr. Brookman said that he would discuss the issue with the PDC Board.

Mr. Brookman and Mr. Mount spoke again on April 19, 2023, and Mr. Mount reiterated Chevron’s interest in a transaction notwithstanding the delay in PDC’s expected timing from the parties’ initial/preliminary discussions.

The PDC Board met on April 20, 2023. Mr. Brookman gave an update on the status of discussions with Chevron and also discussed his meeting with the CEO of Company A. Mr. Brookman and Mr. Lauck provided an overview of Company A’s properties and financial characteristics, and noted that PDC shareholders would be expected to own a majority of the combined company in a merger with Company A. The PDC Board directed that management should continue to advance discussions with Company A.

PDC and Company A entered into a mutual confidentiality agreement on April 25, 2023, which included a customary standstill restriction with a customary “fall-away” provision that renders the standstill inapplicable following PDC’s entry into a definitive agreement relating to a merger or other business combination transaction. PDC and Company A also established data rooms on April 29, 2023 to share preliminary diligence materials.

On May 1, 2023, the PDC Board met for a regularly scheduled Audit Committee meeting to approve the company’s first quarter Form 10-Q, at which time Mr. Brookman provided an update regarding the potential Chevron transaction and recent discussions with Company A.

On May 5, 2023, Mr. Mount informed Mr. Brookman that Chevron was in a final review stage prior to making a written offer to acquire PDC. On May 7, 2023, Chevron provided an offer letter to PDC proposing a merger in which each share of PDC stock would be converted into 0.4379 of a share of Chevron stock. The same day, Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”), legal counsel to Chevron, sent a draft merger agreement to Wachtell.

The PDC Board met on May 8, 2023. Mr. Brookman began the meeting by providing the PDC Board with an update regarding recent communications with Company A, including a planned meeting at which each company’s management would present an overview of its business to the other. Mr. Brookman then described the offer received the preceding day from Chevron. Mr. Lauck provided a preliminary financial analysis of the offer, which equated to an implied PDC share price of $70.16 based on the companies’ most recent closing prices, which represented a 9.0% premium over the trading day close of May 5. Mr. Lauck discussed, among other things, the premium provided by the offer over different trading periods. J.P. Morgan then provided and discussed with the PDC Board certain financial aspects of Chevron’s May 7 offer. Nicole Martinet, PDC’s General Counsel, discussed certain issues raised by the draft merger agreement provided by Paul Weiss, and representatives of Wachtell and DGS participated in that discussion. Mr. Lauck also provided a preliminary financial analysis of a potential transaction with each of Company A and Chevron. Discussion ensued about, among other things, the attractiveness of the Chevron offer and a negotiating strategy for improving it, the prospects and potential benefits of a merger with Company A versus Chevron, the potential timelines for both transactions, and whether a transaction with Company A would facilitate or hinder a potential acquisition of the combined PDC-Company A company by a third party in the future.

 

37

Mr. Mount and Mr. Brookman had conversations on May 9 and May 10 during which they discussed, among other things, due diligence matters, the proposed transaction timeline and the status of the merger agreement.

The PDC Board met again on May 11, 2023. Mr. Lauck and other members of PDC management provided a more detailed analysis of Company A, including its operations, recent performance, guidance, ESG attributes, reserves, well performance, initial net asset value estimates and capital structure. This presentation also included a preliminary valuation analysis of Company A based on stock price performance, financial forecasts and discounted cash flows, as well as several next steps planned as part of the Company A valuation assessment process. J.P. Morgan then provided and discussed with the PDC Board certain financial aspects of the May 7 Chevron offer and certain preliminary financial analyses regarding a potential transaction with Company A. The PDC Board then discussed potential positive and negative factors associated with a transaction with Company A, including the potential for an increased valuation of the combined company due to its greater scale but also the possibility that the anticipated levels of synergies from a merger may not materialize given the geographic dispersion of the companies’ properties. It then compared a potential transaction with Company A to one with Chevron, determining that a Chevron transaction would present less execution risk and would have greater potential for maximizing value for PDC shareholders on a risk-adjusted basis. Following discussion, the PDC Board directed management to prioritize discussions with Chevron, but also to continue the valuation assessment process with Company A in light of the possibility that no acceptable deal would be reached with Chevron. The PDC Board also instructed management to respond to Chevron’s proposal by proposing an implied per share price in the mid-$70s and gave Mr. Brookman authority to negotiate in the $70-$75 per share price range. With the participation of Wachtell, DGS and J.P. Morgan, the PDC Board and management then revisited its prior discussions regarding a potential outreach to one or more third parties. After discussion, the PDC Board concluded that (i) it was unlikely that any party would be willing to offer terms that would be superior to those offered by Chevron and (ii) the terms of the merger agreement with Chevron, assuming one was entered into, would not prevent a third party from making an offer for PDC after the merger agreement was signed and announced. Therefore, the PDC Board determined an outreach at this time would create risks, particularly in terms of confidentiality, that would likely outweigh any potential benefits.

On May 12, 2023, Mr. Brookman spoke to Mr. Mount and suggested that Chevron conduct additional valuation due diligence on PDC’s production, financial model and inventory with a view toward improving its offer. Mr. Brookman also communicated that the PDC Board wanted an offer that reflected a mid-$70s per share price for PDC stock. Finally, Mr. Brookman noted that although the initial draft of the merger agreement was generally constructive, certain terms were not acceptable to PDC. With respect to the exchange ratio, Mr. Mount and Mr. Brookman discussed how the trading prices of the companies’ stock over time would affect the acceptability to each party of a given ratio. Without precisely defining a minimum per share price or a maximum premium, they also discussed that pricing parameters that would result in at least a minimum implied per share price for PDC stock, but that would not exceed a maximum spot price premium, would likely be acceptable to both parties. They discussed that a number of matters outside the control of either party, including the relative trading prices of each company’s shares, would influence the ultimate exchange ratio, with Mr. Brookman emphasizing PDC’s view that PDC’s intrinsic value should be a significant driver in any such discussions and Mr. Mount emphasizing the significance of, and consistency demonstrated by, Chevron’s track record on capital discipline in M&A activity.

On May 14, 2023, Wachtell provided a revised draft of the merger agreement to Paul Weiss. This draft reflected a number of proposed changes, including a reduced break-up fee payable by PDC if the agreement were terminated in certain circumstances, a carveout from the definition of the term “Company Material Adverse Effect” for adverse developments in the Colorado regulatory environment and cutbacks to the interim operating covenants to which PDC would be subject during the pendency of the merger. The draft also included a substantially stronger covenant on the part of Chevron to obtain necessary regulatory approvals and PDC’s proposal that a “reverse” break-up fee would be paid to PDC in the event the merger agreement was terminated due to failure to obtain such approvals.

 

38

At a meeting of the PDC Board held on May 15, 2023, Mr. Brookman reported to the board the substance of his May 12 conversation with Mr. Mount, including on pricing parameters. Ms. Martinet then highlighted certain issues in the draft merger agreement that were being negotiated with Chevron and Paul Weiss, including Chevron’s regulatory approval covenant, the inclusion and size of the break-up fee, PDC’s interim operating covenants and provisions regarding retention of PDC employees. The PDC Board then discussed potential resolutions of certain of these issues. After this meeting, Mr. Brookman spoke with Mr. Mount, and they agreed the parties might be able to determine a mutually-acceptable exchange ratio at the end of the current week. Mr. Brookman emphasized to Mr. Mount the importance of Chevron’s regulatory approval covenant and also noted certain outstanding employee-related issues.

On May 17, 2023, Mr. Mount and Mr. Brookman further discussed certain merger agreement issues, the timing of the transaction and, assuming a deal were to be reached, the external and internal communications plan regarding the transaction. Later that day, at a meeting attended by members of Chevron’s management, including Pierre Breber, Chevron’s Vice President and Chief Financial Officer, and representatives of Morgan Stanley, representatives of Chevron answered reverse diligence questions from representatives of PDC, with the assistance of J.P Morgan, Wachtell and DGS, regarding Chevron’s businesses, properties and financial results and condition, and Chevron formally engaged Evercore Group L.L.C. with respect to the potential transaction with PDC to provide additional financial advice in connection with the merger agreement.

On May 18, 2023, Paul Weiss circulated a revised draft of the merger agreement to Wachtell.

On May 19, 2023, Mr. Brookman and Mr. Mount discussed the merger agreement, including certain employee-related matters. In a subsequent conversation after the close of trading on that day, Mr. Mount called Mr. Brookman to communicate Chevron’s updated proposed exchange ratio of 0.4638, which implied a per share price for PDC stock of $72.00 based on the companies’ closing trading prices as of May 19, 2023 which represented a 10.6% premium over the trading day close price and 14% premium over 10-day trading price, noting that it fell within the previously discussed pricing parameters for both sides. Mr. Mount said that this was Chevron’s best and final offer. Mr. Brookman indicated that that exchange ratio might be acceptable but that PDC would want the ability to pay a $1.50 special dividend to its shareholders prior to the closing of the merger. Mr. Mount discussed this proposal with other members of Chevron’s management, and then called Mr. Brookman to tell him that Chevron would not accept the special dividend proposal and to reiterate that the 0.4638 exchange ratio represented Chevron’s best and final offer. Mr. Brookman said that he would convey that message to the PDC Board. On the same day, PDC formally engaged PJT Partners to provide supplementary financial advisory services to PDC in connection with the potential transaction with Chevron.

The PDC Board met on the evening of May 19, 2023. Mr. Brookman described to the board the substance of his conversations with Mr. Mount. Ms. Martinet and Wachtell described the remaining open issues in the merger agreement. J.P. Morgan then provided and discussed with the PDC Board certain financial aspects of Chevron’s offer. Discussion ensued regarding the attractiveness of the offer and the likelihood that Chevron would improve it. After this discussion, the PDC Board instructed Mr. Brookman to tell Mr. Mount that PDC would move forward with the proposed exchange ratio, subject to satisfactory resolution of the final provisions of the draft merger agreement. Mr. Brookman conveyed this message to Mr. Mount after the meeting.

Wachtell, DGS and PDC continued to negotiate the terms of the merger agreement on May 19 through 21, 2023 with Paul Weiss and Chevron. PDC agreed to the elimination of the reverse break-up fee and Chevron agreed to certain changes to strengthen its covenant to obtain regulatory approvals. The parties also reached agreement on PDC’s interim operating covenants, the employee-related matters and the size of the break-up fee potentially payable by PDC in certain circumstances.

On May 21, 2023, Mr. Brookman spoke with Michael Wirth, Chairman of the Chevron Board and Chevron’s Chief Executive Officer, where Mr. Wirth shared Chevron’s view of PDC’s complementary culture, low carbon operations, and shareholder returns focus. Additionally, Mr. Wirth and Mr. Brookman discussed their respective visions for the future combined asset base of the two companies and the benefits of the transaction to both companies’ shareholders.

 

39

The merger agreement was in substantially final form by the afternoon of May 21, 2023, when the PDC Board met to consider approval of the merger, with representatives of Wachtell, DGS, J.P. Morgan and PJT Partners in attendance. Representatives of Wachtell discussed the PDC Board’s fiduciary duties in the context of the merger and the merger agreement, and, together with Ms. Martinet, summarized the terms of the merger agreement. Representatives of J.P. Morgan then reviewed with the PDC Board its financial analyses of the proposed transaction at the agreed upon 0.4638 exchange ratio. Following discussion, J.P. Morgan rendered its oral opinion to the PDC Board, which was subsequently confirmed by delivery of a written opinion, dated May 21, 2023, to the effect that, as of such date and based upon and subject to the factors, assumptions, qualifications and any limitations set forth in its written opinion, the merger consideration to be paid to the holders of PDC common stock in the proposed merger was fair, from a financial point of view, to such holders. See the section entitled “—Opinion of PDC’s Financial Advisor” for more information. A representative of PJT Partners also addressed questions posed by the PDC Board relating to the transaction as well as market and investor relations considerations.

After considering the proposed terms of the transaction with Chevron, and taking into consideration the matters discussed during that meeting and prior meetings of the PDC Board, including the factors described above and under the section entitled “—Recommendation of the PDC Board and Reasons for the Merger,” the PDC Board unanimously (1) declared that the merger agreement and the transactions contemplated thereby (including the merger), are fair to, and in the best interests of, PDC’s stockholders, (2) approved and declared advisable the merger agreement and the transactions contemplated thereby (including the merger), (3) directed that the adoption of the merger agreement be submitted to a vote at a meeting of the PDC stockholders and (4) resolved (subject to certain exceptions set forth in the merger agreement) to recommend the approval and adoption of the merger agreement and the transactions contemplated thereby (including the merger) by the PDC stockholders.

Following the PDC Board meeting, PDC and Chevron executed the merger agreement.

Prior to the opening of trading on May 22, 2023, Chevron and PDC issued a joint press release announcing entry into the merger agreement.

Chevron’s Rationale for the Transaction

Chevron believes that the merger with PDC presents Chevron with the opportunity to:

 

•

enhance its portfolio of assets in the DJ Basin and Permian Basin that Chevron believes have the potential to deliver higher returns and lower its overall carbon intensity;

 

•

improve Chevron’s resource base through the acquisition of proved reserves at an attractive acquisition cost;

 

•

allow Chevron to realize capital expenditures efficiencies and operational synergies after closing of the merger through the integration of PDC into Chevron’s existing development operations; and

 

•

be accretive to earnings per share, free cash flow and return on capital employed within 12 months after the completion of the merger.

PDC Board’s Recommendations and Its Reasons for the Transaction

By unanimous vote, the PDC Board, at a meeting held on May 21, 2023, (a) declared that the merger agreement and the transactions contemplated thereby (including the merger), are fair to, and in the best interests of, PDC’s stockholders, (b) approved and declared advisable the merger agreement and the transactions contemplated thereby (including the merger), (c) directed that the adoption of the merger agreement be submitted to a vote at a meeting of the PDC stockholders and (d) resolved (subject to certain exceptions set forth in the merger agreement) to recommend the approval and adoption of the merger agreement and the transactions contemplated thereby (including the merger) by the PDC stockholders. The PDC Board unanimously recommends that PDC stockholders vote “FOR” the merger proposal, “FOR” the non-binding merger-related compensation proposal and “FOR” the adjournment proposal.

 

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In reaching its determinations and recommendations, the PDC Board consulted with company management and financial and legal advisors and considered a range of factors and scenarios, as discussed below. Factors that weighed in favor of the merger include:

 

•

Greater Stockholder Value and Return Potential. The PDC Board assessed the value and nature of the consideration to be received in the merger by PDC stockholders, including:

 

•

The stock-for-stock merger enables PDC stockholders to fully participate in the value and opportunities of Chevron, including its worldwide asset portfolio, dividends, share repurchases, and expected future growth;

 

•

Chevron has a 36-year history of increasing its dividend per share annually and has a strongly-stated public commitment to protect its dividend;

 

•

Based on the closing trading price of Chevron common stock of $155.23 on May 19, 2023, the last trading day prior to public announcement of the merger, the merger consideration represented an implied value of $72.00 per share of PDC common stock;

 

•

The consideration to be paid to holders of PDC common stock represented a 14% premium to the ten-day average closing price for the period ended May 19, 2023 (the last trading day prior to public announcement of the merger);

 

•

The consideration to be paid to holders of PDC stock comes with a large and growing dividend that currently represents a 75% increase in dividends per share to PDC investors relative to PDC’s current regular dividend;

 

•

The consideration to be paid to holders of PDC common stock comes with a significant board authorization to repurchase $75 billion of Chevron common stock; and

 

•

The merger is structured as a stock-for-stock transaction and is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

 

•

Benefits of Chevron After the Merger: Greater Scale and Financial Strength. The PDC Board believed that the company resulting from the acquisition of PDC by Chevron would be extremely well positioned, with a top tier market capitalization, global footprint and ability to invest on a strategic timeline less susceptible to various commodity price cycles.

 

•

The global scale of Chevron, with its diversified portfolio of upstream, midstream, downstream, and new energies assets across a range of geographies, will be expected to reduce cash flow volatility and better support future strategic investments;

 

•

A larger, diversified asset portfolio would de-risk the portfolio and lessen any potential future impact from regulatory changes in Colorado;

 

•

Chevron has a greater ability to fund major projects and maximize returns than PDC on a standalone basis;

 

•

The merger significantly improves a number of key financial metrics to PDC shareholders on a pro forma basis, including as follows:

 

•

75% increase in dividends per share;

 

•

Stable free cash flow with Chevron generating over 20 times the amount PDC generated over the last three years and a targeted future growth rate of greater than 10% at or above $60 Brent pricing per barrel through 2027; and

 

•

Strong, stable balance sheet that is made to weather commodity and financial headwinds and provides greater ability to withstand global economic uncertainty.

 

•

Ability to Protect Opportunity While Mitigating Downside Risk of Portfolio; Superior Alternative to Continuing PDC as an Independent, Standalone Company. The PDC Board determined that entering

 

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into the merger agreement with Chevron provided the best alternative to create stockholder value from the PDC assets on a short-, intermediate- and long-term basis, including as compared to continued operations on a standalone basis in light of the compelling value proposition of the Chevron transaction. In reaching this conclusion, the PDC Board examined four sets of commodity price assumptions, including (i) a “Management Outlook + LT $55 Flat” case, with PDC management estimates of WTI per barrel pricing for 2023, 2024 and 2025 of $75.28, $72.50 and $70.00, respectively, and flat $55.00 pricing thereafter, (ii) a “Management Outlook + LT $70 Flat” case with the same pricing assumptions for 2023, 2024 and 2025 and flat $70 pricing thereafter, (iii) a “Strip” case that reflected then current NYMEX strip pricing with gradual declines from $74.43 per barrel in 2023 to $64.24 in 2026 and $62.32 in 2027 and then held flat thereafter and (iv) a “Consensus” case that assumed WTI per barrel prices of $79.26, $77.50, $76.00 and $75.00 in 2023, 2024, 2025 and 2026, respectively, and then held flat thereafter at $76.50.

 

•

Risks Associated with Operating as a Standalone Business. The PDC Board also considered the following risks inherent in maintaining the assets within the current or a somewhat larger standalone exploration and production company, and determined that the Chevron transaction eliminated, or significantly reduced, key risks including:

 

•

Commodity price fluctuations and regulatory risks that can challenge the long-term competitiveness and sustainability of future cash flows from PDC’s assets in a standalone business;

 

•

PDC is susceptible to concentration risk associated with its DJ Basin assets in light of ongoing regulatory uncertainty;

 

•

Although PDC currently has a substantial multi-year inventory of drilling locations in the DJ Basin, opportunities for meaningful additions of top-tier properties in the basin are limited and acquisitions outside of the DJ Basin have proved challenging to complete;

 

•

The risk that PDC may become less competitive, on a relative basis, compared with larger producers, given scale-related advantages available to larger companies, including with respect to cost savings achieved by larger companies through economies of scale;

 

•

The risks related to the ongoing trend of investors seeking to allocate capital to the largest and most financially stable and flexible producers, which has contributed to accelerating consolidation of the U.S. upstream oil and gas industry and reduced valuations for small- and mid-cap companies; and

 

•

PDC operates in an industry that faces significant potential financial and operating risks associated with environmental and other regulatory considerations, and growing pressure to diversify away from fossil fuels.

 

•

Superior Alternative to Other Transactions Potentially Available to PDC. The PDC Board and management have evaluated in the past year a significant number of alternative scenarios and potential transactions, ranging from acquisitions of other companies or assets, to mergers of equals, to a full acquisition of PDC. The potential alternative transactions considered included the following:

 

•

a merger of equals with a peer company;

 

•

purchasing a smaller peer company in the same basin as PDC with asset and cost synergies;

 

•

purchasing a smaller peer company with operations in one or more new basins; and

 

•

purchasing private equity-backed companies in basins where PDC operates that typically required primarily or exclusively cash consideration.

 

•

After detailed consideration of the opportunities and risks of each alternative, the PDC Board determined that entering into the merger agreement with Chevron provided a superior path for

 

42

sustaining and enhancing stockholder value and mitigating risk compared to pursuing an alternative transaction, in light of factors including:

 

•

After the merger with Chevron, PDC stockholders would benefit from:

 

•

a significant increase in the amount, longevity and sustainability of dividends;

 

•

a significant board authorization to repurchase stock;

 

•

reduced risk from potential unfavorable regulatory developments in Colorado;

 

•

Chevron’s greater ability to invest across the energy value chain and increased value from its assets and enhanced future opportunities; and

 

•

increased scale and capacity to address growing environmental and climate considerations and potential regulatory changes.

 

•

Challenges presented by potential alternatives compared to the merger with Chevron, including:

 

•

the reluctance of certain potential counterparties to engage in a transaction that would expose them to the risk of adverse changes in the Colorado regulatory environment;

 

•

the limited availability of additional top-tier acreage in the DJ Basin;

 

•

the competitiveness of the market for additional properties in the Permian Basin and the purchase price and high cash component required to complete acquisitions of such properties or companies owning such properties; and

 

•

the potential lack of synergies associated with acquisitions of properties outside of the DJ and Permian Basins.

 

•

The PDC Board’s belief, after discussion and analysis with its financial advisors and PDC’s management, that it was unlikely that any other party would be prepared to pay a higher price to acquire PDC at this time;

 

•

Chevron presented the greatest value to PDC stockholders driven in part by its publicly-stated financial priority to maintain and grow stockholder dividends; and

 

•

A combination with Chevron offered PDC stockholders the greatest risk-adjusted long-term value, financial flexibility and sustainability.

 

•

Synergies and Complementary Businesses. The complementary nature, quality and scale of assets of Chevron and PDC, including:

 

•

PDC’s 275,000 net acres in the DJ Basin are largely adjacent to Chevron’s 319,000 net acres in the basin; similarly, PDC’s 25,000 net acres in the Permian Basin are largely adjacent to Chevron’s greater than 2 million net acres in that basin, and thus are expected to benefit PDC stockholders by:

 

•

enhancing the combined company’s position in two leading U.S. unconventional basins;

 

•

optimizing the combined company’s development plans to deliver greater economic efficiencies;

 

•

providing cost and infrastructure efficiencies due to greater scale; and

 

•

reducing basin-specific concentration risk.

 

•

The significant synergies of the combination, which are not achievable by PDC as a standalone entity, are projected to be accretive to Chevron’s earnings per share, free cash flow and return on capital employed within one year following the consummation of the transaction, assuming a price of $70 or higher per barrel of Brent Crude Oil and $3.50 or higher per Mcf of Henry Hub natural gas.

 

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•

Shared Goals of Lower Emissions and Core Values. Chevron and PDC share similar philosophies in regard to a lower carbon energy future, the importance of ESG, and core values, including:

 

•

PDC’s assets are expected to help propel Chevron toward the companies’ shared goal of a lower carbon energy future while also safely delivering higher returns;

 

•

While PDC and Chevron are both industry leaders on Environmental, Social and Governance (“ESG”) matters, Chevron after the merger will have greater scale and resources to respond to increasing regulatory and other ESG matters;

 

•

Chevron and PDC share core values of integrity, collaboration, accountability and caring for people and the environment, and the combined workforce is expected to continue to increase efficiency and deliver stockholder value. The merger agreement includes provisions that should facilitate the retention of PDC employees and enhance their ability to provide value for shareholders of the combined company.

 

•

Opportunity to Receive Alternative Acquisition Proposals and to Terminate the Merger in Order to Accept a Superior Proposal. The PDC Board considered the terms of the merger agreement related to PDC’s ability to respond to unsolicited acquisition proposals and determined that the provisions of the merger agreement would not deter or preclude any third party from making a competing proposal and that the PDC Board would be able, under certain circumstances, to furnish information and enter into discussions and negotiations in connection with a competing proposal. In this regard, the PDC Board considered that:

 

•

experience demonstrates that an executed merger agreement is not a deterrent to potential topping bids;

 

•

subject to compliance with the applicable provisions of the merger agreement, the PDC Board may, before approval of the merger with Chevron by PDC stockholders, change its recommendation to PDC stockholders with respect to approval of the merger if the PDC Board determines in good faith, after consultation with its legal advisors, that failing to make a change in its recommendation would reasonably likely be inconsistent with the PDC Board’s fiduciary duties;

 

•

subject to its compliance with the applicable provisions of the merger agreement, the PDC Board may terminate the merger agreement in order to enter into a superior proposal; and

 

•

the PDC Board believed that the termination fee of $225 million is reasonable in light of the circumstances and the overall terms of the merger agreement, consistent with fees in comparable transactions, and would not discourage alternative acquisition proposals from credible third parties willing and able to make such proposals. PDC would be required to pay the termination fee to Chevron in certain circumstances, including if (i) Chevron terminates the merger agreement in connection with a change in the PDC Board’s recommendation to its stockholders with respect to approval of the merger or (ii) PDC terminates the merger agreement in order to enter into a definitive agreement with respect to a superior proposal.

 

•

Receipt of Fairness Opinion from J.P. Morgan. The PDC Board considered the oral opinion of J.P. Morgan rendered to the PDC Board on May 21, 2023, which opinion was subsequently confirmed by delivery to the PDC Board of a written opinion dated as of the same date, to the effect that, as of such date and based upon and subject to the factors, assumptions, qualifications and any limitations set forth in J.P. Morgan’s written opinion, the merger consideration to be paid to the holders of PDC common stock in the proposed merger was fair, from a financial point of view, to such holders, as more fully described below under the heading “—Opinion of PDC’s Financial Advisor” beginning on page 46.

 

•

Terms of the Merger Agreement. The PDC Board reviewed and considered the terms of the merger agreement, taken as a whole, including the parties’ representations, warranties and covenants, and the circumstances under which the merger agreement may be terminated, and concluded that such terms

 

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are reasonable and fair to PDC. The PDC Board also reviewed and considered the conditions to the completion of the merger, including regulatory approvals, which it believes are likely to be satisfied on a timely basis. The PDC Board noted in particular that the completion of the merger is not subject to any financing condition or any condition based upon Chevron stockholder approval, which enhances the likelihood that the merger will be completed.

In the course of its deliberations, the PDC Board also considered a variety of risks and other potentially negative factors, including the following:

 

•

Fixed Exchange Ratio. The PDC Board considered that because the merger consideration is based on a fixed exchange ratio rather than a fixed value, PDC stockholders will bear the risk of a decrease in the trading price of Chevron common stock during the pendency of the merger and the merger agreement does not provide PDC with a collar or a value-based termination right.

 

•

Risks Associated with the Pendency of the Merger. The risks and contingencies relating to the announcement and pendency of the merger, including the potential for diversion of management and employee attention and the potential effect of the combination on the businesses of both companies and the restrictions on the conduct of PDC’s business during the period between the execution of the merger agreement and the completion of the merger.

 

•

Possible Failure to Achieve Synergies. The potential challenges and difficulties in integrating the operations of PDC and Chevron and the risk that anticipated cost savings and operational efficiencies between the two companies, or other anticipated benefits of the merger, might not be realized or might take longer to realize than expected.

 

•

Termination Fee. The PDC Board considered that PDC would be required to pay to Chevron a termination fee of $225 million in the event PDC were to terminate the merger agreement in order for PDC to enter into a superior proposal, should one be made, or if the merger agreement were to be terminated by Chevron in connection with a change in the PDC Board’s recommendation to its stockholders with respect to adoption of the merger agreement.

 

•

Restrictions on Third-Party Discussions. The PDC Board considered that the merger agreement required PDC to terminate all discussions with potential alternative transaction counterparties while noting that PDC would only have the right to respond to alternative proposals that might be made by such parties pursuant to and in accordance with the applicable terms of the merger agreement.

 

•

Small Pro Forma Ownership. The PDC Board considered that, based on the implied value of the merger consideration as of May 21, 2023, PDC stockholders would only own approximately 2% of Chevron after the merger.

 

•

Risk Related to Chevron’s Dividend. Given the importance of Chevron’s dividend to the PDC Board’s recommendation, the PDC Board considered the risk that Chevron would reduce its dividend.

 

•

Other Risks. The PDC Board considered risks of the type and nature described under the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” beginning on pages 22 and 25, respectively.

The PDC Board believed that, overall, the potential benefits of the merger to PDC stockholders outweighed the potential risks and uncertainties of the merger.

In addition, the PDC Board was aware of and considered that PDC’s directors and executive officers may have interests in the merger that may be different from, or in addition to, their interests as stockholders of PDC generally, as described below under the heading “—Interests of Directors and Executive Officers of PDC in the Merger” beginning on page 55.

The foregoing discussion of factors considered by the PDC Board is not intended to be exhaustive, but it includes material factors considered by the PDC Board. In light of the variety of factors considered in connection

 

45

with its evaluation of the merger, the PDC Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the PDC Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The PDC Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The PDC Board based its recommendation on the entirety of the information presented.

Opinion of PDC’s Financial Advisor

Pursuant to an engagement letter dated February 22, 2023, PDC retained J.P. Morgan as its financial advisor in connection with a potential transaction (including the proposed merger). At the meeting of the PDC Board on May 21, 2023, J.P. Morgan rendered its oral opinion to the PDC Board, which was subsequently confirmed by delivery of a written opinion, dated May 21, 2023, to the effect that, as of such date and based upon and subject to the factors, assumptions, qualifications and any limitations set forth in its written opinion, the merger consideration to be paid to the holders of PDC common stock in the proposed merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of J.P. Morgan dated May 21, 2023, which sets forth, among other things, the assumptions made, matters considered and qualifications and any limitations on the opinion and the review undertaken by J.P. Morgan in connection with rendering its opinion, is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. PDC’s stockholders are urged to read the opinion carefully and in its entirety. J.P. Morgan’s opinion was addressed to the PDC Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the merger consideration to be paid to the holders of PDC common stock in the proposed merger and did not address any other aspect of the proposed merger or the other transactions contemplated by the merger agreement. J.P. Morgan was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of PDC or any alternative transaction. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of PDC as to how such stockholder should vote with respect to the proposed merger or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

 

•

reviewed a draft of the merger agreement, dated May 21, 2023;

 

•

reviewed certain publicly available business and financial information concerning PDC and the industries in which it operates;

 

•

compared the proposed financial terms of the proposed merger with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration paid for such companies;

 

•

compared the financial and operating performance of PDC with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of the PDC common stock and Chevron common stock and certain publicly traded securities of such other companies;

 

•

reviewed certain internal financial analyses and forecasts prepared by the management of PDC relating to its business (including the financial projections identified to J.P. Morgan by PDC as the “Management Outlook + LT $55 Flat Case,” the “Management Outlook + LT $70 Flat Case,” the “Strip Case” and the “Consensus Case”); and

 

•

performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

 

46

In addition, J.P. Morgan held discussions with certain members of the management of PDC and Chevron with respect to certain aspects of the proposed merger, and the past and current business operations of PDC, the financial condition and future prospects and operations of PDC, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by PDC and Chevron or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with PDC, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of PDC or Chevron under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of PDC to which such analyses or forecasts relate. For purposes of J.P. Morgan’s opinion and financial analyses, the PDC Board directed J.P. Morgan to apply a 20% weighting to the results of J.P. Morgan’s financial analyses using the “Management Outlook + LT $55 Flat Case,” and a 40% weighting to each of the results of J.P. Morgan’s financial analyses using the “Management Outlook + LT $70 Flat Case” and the “Strip Case” and to use such weighted results for purposes of its opinion and certain financial analyses. J.P. Morgan expresses no view as to such analyses or forecasts or the assumptions on which they were based or as to such weightings or directions. J.P. Morgan also assumed that the proposed merger and the other transactions contemplated by the merger agreement will have the tax consequences described in discussions with, and materials furnished to J.P. Morgan by, representatives of PDC, and will be consummated as described in the merger agreement, and that the definitive merger agreement will not differ in any material respects from the draft thereof furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by PDC and Chevron and Merger Sub in the merger agreement and the related agreements were and will be true and correct in all respects material to J.P. Morgan’s analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to PDC with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the proposed merger will be obtained without any adverse effect on PDC or on the contemplated benefits of the proposed merger.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s written opinion dated May 21, 2023, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the merger consideration to be paid to the holders of PDC common stock in the proposed merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to be paid in connection with the proposed merger to the holders of any other class of securities, creditors or other constituencies of PDC or as to the underlying decision by PDC to engage in the proposed merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the proposed merger, or any class of such persons relative to the merger consideration to be paid to the holders of PDC common stock in the proposed merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which PDC common stock or Chevron common stock will trade at any future time.

The terms of the merger agreement, including the merger consideration, were determined through arm’s length negotiations between PDC and Chevron, and the decision to enter into the merger agreement was solely that of the PDC Board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the PDC Board in its evaluation of the proposed merger and should not be viewed as determinative of the views of the PDC Board or management with respect to the proposed merger or the merger consideration.

 

47

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the PDC Board on May 21, 2023 and in the financial analyses presented to the PDC Board on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the PDC Board and contained in the presentation delivered to the PDC Board on such date in connection with the rendering of such opinion and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Certain of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Selected Public Trading Multiples

Using publicly available information, J.P. Morgan compared selected financial data of PDC with similar data for certain selected publicly traded companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous to those engaged in by PDC, based on J.P. Morgan’s experience and familiarity with the industries in which PDC operates.

The companies selected by J.P. Morgan were:

 

•

Callon Petroleum Company

 

•

Chord Energy Corporation

 

•

Civitas Resources, Inc.

 

•

Earthstone Energy, Inc.

 

•

Matador Resources Company

 

•

Permian Resources Corporation

 

•

SM Energy Company

None of the selected companies reviewed is identical or directly comparable to PDC, and certain of these companies may have characteristics that are materially different from those of PDC. However, these companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered sufficiently similar in certain respects to PDC. The analysis necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than they would affect PDC.

Using publicly available information as of May 19, 2023, J.P. Morgan calculated and compared for each selected company listed above and for PDC:

 

•

the multiple of firm value (calculated as the market value of the company’s common stock on a fully diluted basis, plus debt and other adjustments, including non-controlling interests, less cash) to estimated EBITDAX (defined as earnings before interest, taxes, depreciation, amortization and exploration expenses) for the fiscal years ending December 31, 2023 (which we refer to as “FYE 2023”) and December 31, 2024 (which we refer to as “FYE 2024”); and

 

•

the multiple of equity value (calculated as the market value of the company’s common stock on a fully diluted basis) to estimated operating cash flow (calculated as EBITDAX, less unlevered cash taxes, less other cash outflows and inflows, plus equity investment dividends) for FYE 2023 and FYE 2024.

 

48

Based on the results of this analysis and other factors which J.P. Morgan considered appropriate based on its experience and professional judgment, J.P. Morgan selected multiple reference ranges of 2.50x – 3.50x and 2.25x – 3.25x for firm value to estimated 2023 and 2024 EBITDAX, respectively, and 1.75x – 3.75x and 1.50x – 3.50x for equity value to estimated 2023 and 2024 operating cash flow, respectively.

After applying such ranges to the appropriate metrics for PDC based on PDC management’s Consensus Case at the direction of PDC management, the analysis indicated the following ranges of implied equity values per share of PDC common stock (resulting per share values were in all cases rounded to the nearest $0.25 per share):

PDC Implied Equity Value Per Share Range

 

		Firm Value / EBITDAX								Equity Value / Operating Cash Flow1
		2023E				2024E				2023E				2024E
Low		$	53.00			$	47.75			$	48.25			$	38.75
High		$	80.75			$	76.50			$	103.00			$	90.25

 

1

The ranges of implied equity values per share of PDC common stock derived using the 2023 and 2024 operating cash flow multiples reflect a revised calculation which, unlike the ranges of such implied equity values per share reviewed with the PDC Board on May 21, 2023, remove certain corporate adjustments related to PDC’s net debt. J.P. Morgan supplied the PDC Board with the revised calculation after May 21, 2023 and also informed the PDC Board that the revised calculation would have had no impact on the conclusion rendered in J.P. Morgan’s opinion, had such calculation been reflected at the time the opinion was rendered.

The ranges of implied equity value per share were compared to (i) the closing price per share of PDC common stock of $65.12 on May 19, 2023 and (ii) the implied value of the merger consideration of $72.00 per share of PDC common stock. The implied value of the merger consideration of $72.00 as used throughout this summary was calculated by multiplying the exchange ratio of 0.4638 shares of Chevron common stock by $155.23, the closing price per share of Chevron common stock on May 19, 2023.

Selected Transaction Multiples Analysis

Using publicly available information, J.P. Morgan examined selected corporate transactions in the energy exploration and production (“E&P”) sector.

Using publicly available information, J.P. Morgan calculated, for each of the selected transactions listed below, the transaction value as a multiple of EBITDAX over the next twelve months (“NTM EBITDAX”). J.P. Morgan reviewed the following corporate transactions in the E&P sector (buyer / seller):

 

•

Baytex Energy Corp. / Ranger Oil Corporation

 

•

Chesapeake Energy Corporation / Vine Energy Inc.

 

•

Penn Virginia Corporation / Lonestar Resources US Inc.

 

•

Diamondback Energy, Inc. / QEP Resources, Inc.

 

•

Pioneer Natural Resources Company / Parsley Energy, Inc.

 

•

ConocoPhillips / Concho Resources Inc.

 

•

Chevron Corporation / Noble Energy, Inc.

 

•

Parsley Energy, Inc. / Jagged Peak Energy Inc.

 

49

•

PDC Energy, Inc. / SRC Energy Inc.

 

•

Cimarex Energy Co. / Resolute Energy Corporation

 

•

Encana Corporation / Newfield Exploration Company

 

•

Denbury Inc. / Penn Virginia Corporation

 

•

Diamondback Energy, Inc. / Energen Corporation

Based on the results of this analysis and other factors which J.P. Morgan considered appropriate based on its experience and professional judgment, J.P. Morgan selected a multiple reference range for firm value to NTM EBITDAX of 2.50x – 4.50x. For purposes of such calculation, NTM EBITDAX for PDC reflected the Consensus Case as directed by PDC management.

After applying this range to the appropriate metrics for PDC based on the Consensus Case as directed by PDC management, this analysis indicated the following range of implied equity values per share of PDC common stock (resulting per share values were in all cases rounded to the nearest $0.25 per share):

PDC Implied Equity Value Per Share Range

 

		FV / NTM EBITDAX
Low		$	53.50
High		$	110.00

The range of implied equity values per share were compared to (i) the closing price per share of PDC common stock of $65.12 on May 19, 2023 and (ii) the implied value of the merger consideration of $72.00 per share of PDC common stock.

Discounted Cash Flow Analysis

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied equity value per share for PDC common stock based on three commodity price and activity cases provided to J.P. Morgan by PDC management (which cases we refer to herein as the “Management Outlook + LT $55 Flat Case,” the “Management Outlook + LT $70 Flat Case” and the “Strip Case”).

J.P. Morgan calculated the present value, as of April 30, 2023, of unlevered free cash flows that PDC was forecasted to generate during fiscal years 2023 through 2031 based upon each of the Management Outlook + LT $55 Flat Case, the Management Outlook + LT $70 Flat Case and the Strip Case. J.P. Morgan also calculated a range of terminal asset values for PDC at the end of the nine-year period ending 2031 by applying a terminal EBITDAX multiple range of 2.00x to 3.00x, which terminal multiple range was reviewed and approved by PDC management, to the unlevered free cash flow of PDC during the final year of the nine-year period for each such case.

The unlevered free cash flows and the range of terminal asset values were then discounted to present values using a range of discount rates from 10.25% to 11.25% for each case, which range was chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of PDC, and then were divided by the number of fully diluted shares of PDC outstanding (approximately 88.2 million, as provided by PDC management) to arrive at a range of implied equity values per share of PDC common stock for each of the Management Outlook + LT $55 Flat Case, the Management Outlook + LT $70 Flat Case and the Strip Case. At the direction of the PDC Board, J.P. Morgan then applied a 20% weighting to the results of its discounted cash flow analysis using the Management Outlook + LT $55 Flat Case and a 40% weighting to each of the results of its discounted cash flow analyses using the Management Outlook + LT $70 Flat Case and the Strip Case, which indicated a range of implied equity value of $64.75 to $82.00 per share of PDC common stock (rounded to the nearest $0.25 per

 

50

share) and which range, at the direction of the PDC Board, J.P. Morgan considered for purposes of its opinion. The range of implied equity value per share was compared to (i) the closing price per share of PDC common stock of $65.12 on May 19, 2023 and (ii) the implied value of the merger consideration of $72.00 per share of PDC common stock.

52-Week Historical Trading Range

For reference only and not as a component of its fairness analysis, J.P. Morgan reviewed the trading range for the PDC common stock for the 52-week period ended May 19, 2023, which was $52.19 per share to $86.18 per share, and compared that range to (i) the closing price per share of PDC common stock of $65.12 on May 19, 2023 and (ii) the implied value of the merger consideration of $72.00 per share of PDC common stock.

Analyst Price Target

For reference only and not as a component of its fairness analysis, J.P. Morgan reviewed certain publicly available equity research analyst price targets for the PDC common stock available as of May 19, 2023, and noted that the range of such price targets was $77.00 per share to $100.00 per share and compared that range to (i) the closing price per share of PDC common stock of $65.12 on May 19, 2023 and (ii) the implied value of the merger consideration of $72.00 per share of PDC common stock.

Miscellaneous

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of PDC. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to PDC, and none of the selected transactions reviewed was identical to the proposed merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of PDC. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the proposed merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to PDC and the transactions compared to the proposed merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive

 

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and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise PDC with respect to the proposed merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with PDC and the industries in which it operates.

For services rendered in connection with the proposed merger and the delivery of its opinion, PDC has agreed to pay J.P. Morgan a transaction fee of 0.4% of the merger consideration payable in the proposed merger plus, in the event that such consideration ultimately exceeds $74.00 per share of PDC common stock, an additional 1.0% of any incremental merger consideration paid by Chevron to PDC’s stockholders in excess of $74.00 per share, except that the aggregate transaction fee will not exceed 0.48% of the merger consideration payable in the proposed merger. Based on the exchange ratio of 0.4638 of a share of Chevron common stock and the $155.23 closing price per share of Chevron common stock on May 19, 2023, J.P. Morgan’s transaction fee would be approximately $30.55 million, of which $3.0 million became payable by PDC to J.P. Morgan in connection with J.P. Morgan’s delivery of its opinion and the balance of which will become payable upon the closing of the proposed merger. In addition, PDC has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with PDC and Chevron, for which J.P. Morgan and its affiliates have received compensation of approximately $2.2 million and $2.8 million from PDC and Chevron, respectively. Such services during such period have included acting as joint lead arranger and joint lead bookrunner on PDC’s credit facility that closed in November 2021, acting as financial advisor to a subsidiary of Chevron on a sale transaction in August 2021, acting as joint dealer manager on Chevron’s bond tender in October 2021, acting as joint lead arranger and joint lead bookrunner for a revolving credit facility of a subsidiary of Chevron in December 2021 and acting as joint lead arranger for a term loan for a subsidiary of Chevron in November 2021. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of PDC, for which it receives customary compensation or other financial benefits. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of PDC and Chevron. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of PDC or Chevron for its own account or for the accounts of customers and, accordingly, J.P. Morgan may at any time hold long or short positions in such securities or other financial instruments.

PDC Unaudited Prospective Financial Information

PDC does not, as a matter of course, publicly disclose long-term consolidated forecasts as to future performance, earnings or other results given, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. In connection with the PDC Board’s consideration of the transaction, PDC’s management prepared certain unaudited financial projections regarding PDC’s future performance for the years 2023 through 2031 on a standalone basis without giving effect to the merger (the “PDC management forecast”), and provided the PDC management forecast to the PDC Board and to PDC’s financial advisor for its use in connection with its financial analyses (see the sections described above in this proxy statement/prospectus entitled “The Merger—Opinion of PDC’s Financial Advisor” beginning on page 46 of this proxy statement/prospectus). The PDC management forecast is based upon the internal financial model that PDC has historically used in connection with strategic planning.

The summaries of these projections are being included in this proxy statement/prospectus to give PDC’s stockholders access to non-public information that was provided to the PDC Board and PDC’s financial advisor in the course of evaluating the proposed merger, and are not intended to influence your decision whether to vote in favor of the merger proposal or any other proposal at the special meeting. The inclusion of this information should not be regarded as an indication that any of PDC or its advisors or other representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future

 

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performance or events, or that it should be construed as financial guidance, and such summary projections set forth below should not be relied on as such.

While presented with numeric specificity, the PDC management forecast reflects numerous estimates and assumptions that are inherently uncertain and may be beyond the control of PDC, including, among others, PDC’s assumptions about energy markets, production and sales volume levels, levels of oil, natural-gas and NGL reserves, operating results, competitive conditions, technology, availability of capital resources, levels of capital expenditures, contractual obligations, supply and demand for, the price of, and the commercialization and transporting of oil, natural gas, NGLs and other products or services, geopolitical and regulatory risks, and other matters described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements”, “Where You Can Find More Information”, and “Risk Factors”, beginning on pages 22, 118 and 25, respectively. The PDC management forecast reflects both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. PDC can give no assurance that the PDC management forecast and the underlying estimates and assumptions will be realized. In addition, since the PDC management forecast covers multiple years, such information by its nature becomes more speculative with each successive year. This information constitutes “forward-looking statements” and actual results may differ materially and adversely from those projected.

The PDC management forecast was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The prospective financial information included in this document has been prepared by, and is the responsibility of, PDC’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The reports of PricewaterhouseCoopers LLP incorporated by reference into this proxy statement/prospectus relate to Chevron’s and PDC’s previously issued financial statements. They do not extend to the prospective financial information and should not be read to do so.

Furthermore, the PDC management forecast does not take into account any circumstances or events occurring after the date it was prepared. PDC can give no assurance that, had the PDC management forecast been prepared as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. Except as required by applicable securities laws, PDC does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the PDC management forecast to reflect circumstances existing since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to reflect changes in general economic or industry conditions. The PDC management forecast does not take into account all the possible financial and other effects on PDC of the merger, the effect on PDC of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the PDC management forecast does not take into account the effect on PDC of any possible failure of the merger to occur. None of PDC or its affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any PDC stockholder or other person regarding PDC’s ultimate performance compared to the information contained in the PDC management forecast or to the effect that the forecasted results will be achieved. The inclusion of the PDC management forecast herein should not be deemed an admission or representation by PDC or its advisors or any other person that it is viewed as material information of PDC, particularly in light of the inherent risks and uncertainties associated with such forecasts.

 

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In light of the foregoing, and considering that the special meeting will be held several months after the PDC management forecast was prepared, as well as the uncertainties inherent in any forecasted information, PDC stockholders are cautioned not to place undue reliance on such information, and PDC urges all PDC stockholders to review PDC’s most recent SEC filings for a description of PDC’s reported financial results. See “Where You Can Find More Information” beginning on page 118.

Certain Assumptions

In preparing the prospective financial and operating information for PDC described below, the management team of PDC used the following price assumptions, which are based on: (i) oil and gas strip pricing as of May 17, 2023 (which we refer to as “Strip”), (ii) Wall Street consensus pricing as of May 17, 2023 (which we refer to as “Consensus”), (iii) the internal pricing assumptions of management for the years 2023-2025 and flat oil and gas prices of $55/bbl and $3.00/MMbtu, respectively, for the years 2026-2031 (which we refer to as “Management Outlook + LT $55 Flat”) and (iv) the internal pricing assumptions of management for the years 2023-2025 and flat oil and gas prices of $70/bbl and $4.25/MMbtu, respectively, for the years 2026-2031 (which we refer to as “Management Outlook + LT $70 Flat”). As further described under “Opinion of PDC’s Financial Advisor” beginning on page 46, for purposes of J.P. Morgan’s opinion and financial analyses, the PDC Board directed J.P. Morgan to apply a 20% weighting to the results of J.P. Morgan’s financial analyses using the “Management Outlook + LT $55 Flat Case,” and a 40% weighting to each of the results of J.P. Morgan’s financial analyses using the “Management Outlook + LT $70 Flat Case” and the “Strip Case” and to use such weighted results for purposes of its opinion and certain financial analyses.

Additional detail about the specific commodity price assumptions underlying the Strip, Consensus, Management Outlook + LT $55 Flat and Management Outlook + LT $70 Flat commodity price decks is set forth in the tables below.

 

		Strip pricing assumptions
		2023E				2024E				2025E				2026E				2027E				2028E				2029E				2030E				2031E
Commodity Prices
WTI oil ($/Bbl)		$	74.43			$	69.35			$	66.46			$	64.24			$	62.32			$	62.32			$	62.32			$	62.32			$	62.32
Henry Hub gas ($/MMBtu)		$	2.96			$	3.53			$	4.09			$	4.15			$	4.11			$	4.11			$	4.11			$	4.11			$	4.11
		Consensus pricing assumptions
		2023E				2024E				2025E				2026E				2027E				2028E				2029E				2030E				2031E
Commodity Prices
WTI oil ($/Bbl)		$	79.26			$	77.50			$	76.00			$	75.00			$	76.50			$	76.50			$	76.50			$	76.50			$	76.50
Henry Hub gas ($/MMBtu)		$	3.11			$	3.75			$	3.96			$	3.93			$	3.93			$	3.93			$	3.93			$	3.93			$	3.93
		Management Outlook + LT $55 Flat pricing assumptions
		2023E				2024E				2025E				2026E				2027E				2028E				2029E				2030E				2031E
Commodity Prices
WTI oil ($/Bbl)		$	75.28			$	72.50			$	70.00			$	55.00			$	55.00			$	55.00			$	55.00			$	55.00			$	55.00
Henry Hub gas ($/MMBtu)		$	3.14			$	3.50			$	4.25			$	3.00			$	3.00			$	3.00			$	3.00			$	3.00			$	3.00
		Management Outlook + LT $70 Flat pricing assumptions
		2023E				2024E				2025E				2026E				2027E				2028E				2029E				2030E				2031E
Commodity Prices
WTI oil ($/Bbl)		$	75.28			$	72.50			$	70.00			$	70.00			$	70.00			$	70.00			$	70.00			$	70.00			$	70.00
Henry Hub gas ($/MMBtu)		$	3.14			$	3.50			$	4.25			$	4.25			$	4.25			$	4.25			$	4.25			$	4.25			$	4.25

 

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In addition to certain assumptions with respect to commodity prices, the PDC management forecast is based on various other assumptions, including, but not limited to, assumptions regarding the continuing nature of ordinary course operations that may be subject to change.

The following table summarizes the PDC management forecast as of an April 30, 2023 valuation date for the fiscal years 2023 through 2031 ($ in millions):

 

		2023E				2024E				2025E				2026E				2027E				2028E				2029E				2030E				2031E
Strip Case
Production (Mboe/d)			265				267				273				285				298				314				318				319				313
EBITDAX(1)		$	2,342			$	2,282			$	2,328			$	2,384			$	2,465			$	2,578			$	2,557			$	2,581			$	2,608
Capital Expenditures		$	1,376			$	1,457			$	1,518			$	1,339			$	1,416			$	1,443			$	1,262			$	1,275			$	1,096
Consensus Case
Production (Mboe/d)			265				267				273				285				298				314				318				319				313
EBITDAX(1)		$	2,464			$	2,535			$	2,610			$	2,737			$	2,980			$	3,117			$	3,087			$	3,119			$	3,159
Capital Expenditures		$	1,376			$	1,457			$	1,518			$	1,339			$	1,416			$	1,443			$	1,262			$	1,275			$	1,096
Management Outlook + LT $55 Flat Case
Production (Mboe/d)			265				267				273				285				298				314				318				319				313
EBITDAX(1)		$	2,362			$	2,366			$	2,463			$	1,865			$	2,000			$	2,089			$	2,070			$	2,094			$	2,126
Capital Expenditures		$	1,376			$	1,457			$	1,518			$	1,229			$	1,299			$	1,323			$	1,156			$	1,169			$	1,007
Management Outlook + LT $70 Flat Case
Production (Mboe/d)			265				267				273				285				298				314				318				319				313
EBITDAX(1)		$	2,362			$	2,366			$	2,463			$	2,611			$	2,787			$	2,915			$	2,890			$	2,918			$	2,950
Capital Expenditures		$	1,376			$	1,457			$	1,518			$	1,339			$	1,416			$	1,443			$	1,262			$	1,275			$	1,096

 

(1)

For purposes of the unaudited forecasted financial information presented above, EBITDAX is defined as earnings before interest, taxes, depreciation, amortization and exploration expenses. EBITDAX is a non-GAAP financial measure as it excludes amounts included in net income (loss), the most directly comparable measure calculated in accordance with GAAP. This measure should not be considered as an alternative to net income (loss) or other measures derived in accordance with GAAP.

PDC does not intend to update or otherwise revise the above unaudited financial and operating forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such unaudited financial and operating forecasts are no longer appropriate, except as may be required by applicable law.

Interests of Directors and Executive Officers of PDC in the Merger

In considering the recommendation of the PDC Board that PDC stockholders approve the transaction and vote in favor of the merger proposal and the merger-related compensation proposal, PDC stockholders should be aware that the executive officers and directors of PDC have certain interests in the merger that are or may be different from, or in addition to, the interests of PDC’s stockholders generally. The PDC Board was aware of these interests and considered them, among other matters, in evaluating and approving the merger agreement, and in making its recommendation that PDC stockholders adopt the merger agreement.

These interests are described in more detail below. The merger will be a “change in control” for purposes of the PDC executive compensation plans and agreements described below.

For purposes of this disclosure, the executive officers of PDC are Barton R. Brookman, President and Chief Executive Officer, R. Scott Meyers, Executive Vice President–Chief Financial Officer, Lance A. Lauck, Executive Vice President–Corporate Development and Strategy, Nicole L. Martinet, Senior Vice President –General Counsel and Secretary, David J. Lillo, Senior Vice President–Operations, and Sandra E. Jacoby, Senior

 

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Vice President–Corporate Administration. Although Ms. Jacoby is an executive officer of PDC, she is not a named executive officer and therefore a quantification of her merger-related compensation is included within the narrative below and is not included in the section below entitled “Quantification of Payments and Benefits to PDC’s Named Executive Officers.”

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits to Ms. Jacoby and our non-employee directors described in this section, the following assumptions were used:

 

•

The relevant price per share of PDC common stock is $70.91, which is the average closing price per share of PDC common stock as reported on Nasdaq over the first five business days following the first public announcement of the transaction on May 22, 2023.

 

•

The effective time of the merger as referenced in this section occurs on June 15, 2023, which is the assumed date of the effective time solely for purposes of the disclosure in this section.

 

•

Ms. Jacoby’s employment was terminated by PDC without “cause” or due to Ms. Jacoby’s resignation for “good reason” (as such terms are defined in the relevant plans and agreements), in either case immediately following the effective time of the merger.

 

•

Ms. Jacoby has properly executed and not revoked any required release agreement and complied with all requirements (including any applicable restrictive covenants described in the section below entitled “Executive Severance Arrangements – Release of Claims and Restrictive Covenants”) necessary to receive the payments and benefits described below.

The amounts indicated below are estimates based on multiple assumptions (including the assumptions described above) that may or may not actually occur or be accurate on the relevant date, and do not reflect certain compensation actions that may occur before completion of the transaction. Accordingly, the actual amounts received may differ from the estimates set forth below.

Treatment of PDC Equity Awards

PDC SARs. At the effective time of the merger, each outstanding PDC SAR, whether or not vested, will be converted into a Chevron SAR, on the same terms and conditions as were applicable under such PDC SAR immediately prior to the effective time of the merger (including any provisions for acceleration), with respect to the number (rounded down to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC SAR immediately prior to the effective time of the merger by (ii) the exchange ratio. The exercise price per share of Chevron common stock subject to any such Chevron SAR at and after the effective time of the merger will be an amount (rounded up to the nearest one hundredth of a cent) equal to (i) the exercise price per share of PDC common stock subject to such PDC SAR immediately prior to the effective time of the merger divided by (ii) the exchange ratio.

PDC RSU Awards. At the effective time of the merger, each outstanding PDC RSU award, whether or not vested, will be converted into a Chevron RSU award, on the same terms and conditions as were applicable under such PDC RSU award immediately prior to the effective time of the merger (including any provisions for acceleration), with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares PDC common stock subject to such PDC RSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

PDC PSU Awards. At the effective time of the merger, each outstanding PDC PSU award, whether or not vested, will be treated as follows:

 

•

If such PDC PSU award was granted in calendar year 2021, then such PDC PSU award will become fully vested and converted into the right to receive, within five business days of the completion of the merger, the number (rounded to the nearest whole number) of shares of Chevron common stock

 

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determined by multiplying (i) the number of shares of PDC common stock subject to such PDC PSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

 

•

If such PDC PSU award was not granted in calendar year 2021, then such PDC PSU award will be converted into a Chevron RSU award, on the same terms and conditions as were applicable under such PDC PSU award immediately prior to the effective time of the merger (other than any performance-based vesting conditions, but including any provisions for acceleration), with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC PSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

 

•

The number of shares of PDC common stock subject to a PDC PSU award immediately prior to the effective time of the merger will be determined based on actual performance by the Compensation Committee of the PDC Board in accordance with the terms of the applicable award agreement, except that actual performance will be measured by: (i) deeming the applicable performance period to end as of the second to last business day prior to the effective time of the merger; (ii) computing total shareholder return for PDC by reference to the product of the exchange ratio multiplied by the Average Share Price (as defined in the applicable award agreement) of Chevron common stock for the twenty business days ending on and including the second to last business day prior to the effective time of the merger; and (iii) computing total shareholder return for the applicable peer companies by reference to the Average Share Price (as defined in the applicable award agreement) of each such company’s common stock for the twenty business days ending on and including the second to last business day prior to the effective time of the merger.

PDC Director RSU Awards. At the effective time of the merger, each outstanding PDC Director RSU award, whether or not vested, will be converted into the right to receive, within five business days of the completion of the merger, the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC Director RSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

Dividend Equivalent Rights. Any amounts relating to dividend equivalent rights granted with respect to the foregoing PDC equity awards that are accrued but unpaid as of the completion of the merger will carry over and will be paid if required by and in accordance with the terms and conditions as were applicable to such equity award immediately prior to the completion of the merger (or, in the case of PDC PSU awards granted in 2021 and PDC Director RSU awards, will be paid within five business days of the completion of the merger).

Accelerated Vesting of Equity Awards Upon a Qualifying Termination. Each of the PDC executive officers holds unvested PDC RSU awards and unvested PDC PSU awards, which awards (other than PDC PSU awards granted in 2021) will convert into Chevron RSU awards at the effective time of the merger, as described above. The terms of such unvested PDC equity awards provide that such awards will vest in full immediately upon the holder’s involuntary termination of employment without “cause” or resignation for “good reason” (as such terms are defined in the applicable award agreements). The termination vesting provisions applicable to unvested PDC equity awards held by executive officers will continue to apply to such awards after such awards are converted into Chevron equity awards at the effective time of the merger.

See “—Quantification of Payments and Benefits to PDC’s Named Executive Officers” below for an estimate of the value of each PDC named executive officer’s unvested PDC equity awards. Based on the assumptions described above under “—Certain Assumptions,” and assuming for purposes of this disclosure that the performance goals applicable to Ms. Jacoby’s PDC PSU award, which was granted in 2023, are achieved at a performance level of 250% (the actual level of performance as of the assumed effective time of June 15, 2023), the estimated value of unvested equity awards held by Ms. Jacoby (including the payment of accrued but unpaid dividend equivalent rights) is: unvested PDC RSU awards—$831,913; and unvested PDC PSU award—$441,017. Based on the assumptions described above under “—Certain Assumptions,” the estimated aggregate

 

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value of unvested PDC Director RSU awards held by all six non-employee directors of PDC (including the payment of accrued but unpaid dividend equivalent rights) is $1,178,524.

Executive Severance Arrangements

Executive Severance Plan

Each executive officer other than Mr. Lauck is a participant in the PDC Executive Severance Compensation Plan, as amended and restated on June 25, 2020 (the “Severance Plan”). The Severance Plan provides that, in the event of a qualifying termination of employment (defined as an involuntary termination without cause or resignation for good reason (as such terms are defined in the Severance Plan)) of the executive officer during the period beginning six months before and ending two years following a change in control, the executive officer will be entitled to receive (1) cash severance equal to 2.5 times (or, in the case of Mr. Brookman, 3 times) the sum of the executive officer’s highest base salary during the two years preceding the change in control plus the highest target bonus percentage established for the executive officer for the year in which the termination occurs or the year immediately preceding the year in which the termination occurs (such combination of base salary and annual target bonus, the “Annual Cash Compensation”), (2) a prorated annual bonus based on target performance for the year of termination, and (3) payment or reimbursement by PDC for monthly premiums for continued group health coverage for the executive officer and his or her dependents for up to 36 months.

Lance A. Lauck Agreement

PDC is party to an amended and restated employment agreement with Mr. Lauck, dated as of August 4, 2020 (the “Lauck Agreement”). Pursuant to the Lauck Agreement, if Mr. Lauck experiences a qualifying termination of employment (defined as an involuntary termination without cause or resignation for good reason (as such terms are defined in the Lauck Agreement)) during the period beginning six months before and ending two years following a change in control, he will be entitled to receive (1) cash severance equal to three times the sum of Mr. Lauck’s highest base salary during the two years preceding the change in control plus the highest bonus paid to Mr. Lauck in that same period (such combination of base salary and bonus paid, the “Lauck Annual Cash Compensation”), and (2) payment or reimbursement by PDC for monthly premiums for continued group health coverage for Mr. Lauck and his dependents for up to 36 months.

For a description of the additional provisions governing treatment of unvested PDC RSU awards and unvested PDC PSU awards upon an executive officer’s qualifying termination, see the section entitled “—Treatment of PDC Equity Awards—Accelerated Vesting of Equity Awards Upon a Qualifying Termination” above.

Release of Claims and Restrictive Covenants

The foregoing payments to each of the executive officers are contingent on the executive officer executing and not revoking a release of claims agreement with PDC. Each executive officer is also prohibited for a period of one year following termination of employment from competing with PDC and prohibited for a period of two years following termination of employment from soliciting PDC’s employees and customers.

Quantification

See the section entitled “—Quantification of Payments and Benefits to PDC’s Named Executive Officers” below for the estimated severance amounts for each named executive officer. Based on the assumptions described above under “—Certain Assumptions,” the estimated cash severance that would be payable to Ms. Jacoby is $1,106,250.

Integration Awards

In connection with the merger, PDC and Chevron have mutually agreed to establish an integration award bonus pool of up to $10,000,000 (subject to increase or decrease by mutual agreement of PDC and Chevron), for

 

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which all PDC employees, including the PDC executive officers, are eligible. As of the date of this proxy statement/prospectus, the participants and the amounts each participant will be eligible to receive under the integration award bonus pool have yet to be determined. Any integration awards will vest in full and be paid on the closing date of the merger.

Indemnification and Insurance

The merger agreement provides that the executive officers and non-employee directors of PDC and its subsidiaries will have the right to indemnification and continued coverage under directors’ and officers’ liability insurance policies for at least six years following the effective time of the merger. This indemnification and insurance coverage is further described in the section entitled “The Merger Agreement—Indemnification and Insurance of PDC Directors and Officers.”

New Compensation Arrangements with Chevron

Any PDC executive officers and directors who become officers, directors or employees of Chevron or who otherwise are retained by Chevron to provide services may enter into new individualized compensation arrangements effective as of the effective time of the merger and may participate following the effective time of the merger in cash or equity incentive or other benefit plans maintained by Chevron, any of its affiliates or PDC. As of the date of this proxy statement/prospectus, no compensation arrangements between such persons and Chevron and/or its affiliates have been established or discussed.

2023 Annual Bonus Payment

PDC and Chevron have agreed that if the effective time of the merger occurs prior to the date on which 2023 annual bonuses are paid to PDC employees in the ordinary course, then, at the effective time of the merger, each PDC employee, including each PDC executive officer, will receive an annual bonus payment in respect of fiscal year 2023 calculated based on actual performance. If the effective time of the merger occurs on or prior to September 30, 2023, this bonus payment will be pro-rated for the portion of 2023 that has elapsed prior to the effective time of the merger. For Messrs. Brookman, Meyers, and Lillo and Mses. Martinet and Jacoby, this 2023 annual bonus payment will be provided without duplication of any prorated annual bonus to which such executive officer would be entitled pursuant to the Severance Plan upon a qualifying termination of employment that occurs in 2023.

See the section entitled “—Quantification of Payments and Benefits to PDC’s Named Executive Officers” below for the estimated amount of the prorated 2023 annual bonus that each of PDC’s named executive officers would receive. Based on the assumptions described above under “—Certain Assumptions,” and assuming solely for purposes of this disclosure that the actual level of performance is equal to 100% of the target level, the estimated prorated 2023 annual bonus payment that would be paid to Ms. Jacoby is $73,750.

Quantification of Payments and Benefits to PDC’s Named Executive Officers

The information set forth below regarding the compensation of each of PDC’s named executive officers that is based on or otherwise relates to the merger is provided in accordance with Item 402(t) of Regulation S-K.

Except as otherwise specifically noted, the disclosure below uses the following assumptions:

 

•

The relevant price per share of PDC common stock is $70.91, which is the average closing price per share of PDC common stock as reported on Nasdaq over the first five business days following the first public announcement of the transaction on May 22, 2023;

 

•

The effective time of the merger as referenced in this section occurs on June 15, 2023, which is the assumed date of the effective time solely for purposes of the disclosure in this section;

 

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•

The employment of each named executive officer of PDC was terminated by PDC without “cause” or due to the officer’s resignation for “good reason” (as such terms are defined in the relevant plans and agreements), in either case immediately following the effective time of the merger; and

 

•

Each named executive officer has properly executed and not revoked any required release agreement and complied with all requirements (including any applicable restrictive covenants described in the section above entitled “Executive Severance Arrangements – Release of Claims and Restrictive Covenants”) necessary to receive the payments and benefits described below.

The amounts indicated below are estimates based on multiple assumptions (including the assumptions described above) that may or may not actually occur or be accurate on the relevant date, and do not reflect certain compensation actions that may occur before completion of the transaction. Accordingly, the actual amounts received by our named executive officers may differ from the estimates set forth below.

 

Named Executive Officer		Cash ($)(1)				Equity Awards ($)(2)				Benefits ($)(3)				Total ($)
Barton R. Brookman		$	6,637,500			$	39,419,150			$	50,319			$	46,106,969
R. Scott Meyers		$	2,728,500			$	14,440,053			$	87,723			$	17,256,276
Lance A. Lauck		$	3,604,350			$	13,852,748			$	56,101			$	17,513,199
Nicole L. Martinet		$	2,278,500			$	9,611,428			$	87,723			$	11,977,651
David J. Lillo		$	2,205,000			$	8,993,111			$	87,723			$	11,285,834

 

(1)

Amounts shown reflect cash severance payments under the Severance Plan and the Lauck Agreement, as applicable, equal to the named executive officer’s Annual Cash Compensation or Lauck Annual Cash Compensation, as applicable, multiplied by (x) 3 for Messrs. Brookman and Lauck or (y) 2.5 for each of the other named executive officers. Also included is an estimated prorated 2023 bonus payment for each named executive officer; such payment will be calculated based on actual performance as described under the section entitled “2023 Annual Bonus Payment” above, and solely for purposes of this disclosure we have assumed that the actual level of performance is equal to 100% of the target level. Payments under the Severance Plan and the Lauck Agreement are considered to be “double trigger” payments, which means that both a change of control, such as the merger, and another event (i.e., a qualifying termination) must occur prior to such payments being provided to the named executive officer (see “—Executive Severance Arrangements” above). The prorated 2023 bonus payment is “single trigger,” which means that solely the effective time of the merger must occur prior to such payment being provided to the named executive officer (see “—2023 Annual Bonus Payment” above). The estimated amount of each such payment is set forth in the table below:

 

Named Executive Officer		Cash Severance (Double Trigger) ($)				Prorated Bonus (Single Trigger) ($)
Barton R. Brookman		$	6,075,000			$	562,500
R. Scott Meyers		$	2,486,250			$	242,250
Lance A. Lauck		$	3,390,600			$	213,750
Nicole L. Martinet		$	2,092,500			$	186,000
David J. Lillo		$	2,025,000			$	180,000

 

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(2)

Amounts shown reflect the sum of the potential value that each named executive officer could receive in connection with the accelerated vesting of (i) unvested PDC RSU awards (including the payment of accrued but unpaid dividend equivalent rights) and (ii) unvested PDC PSU awards assuming that the applicable performance goals are achieved at the performance level of 235%, 250%, and 250% for PSU awards granted in 2021, 2022, and 2023, respectively, which is the actual level of performance as of the assumed effective time of June 15, 2023 (including the payment of accrued but unpaid dividend equivalent rights) (as more fully described under the section entitled “—Treatment of PDC Equity Awards” above). As noted above, with the exception of PDC PSU awards granted in 2021 (which will accelerate and vest on a “single trigger” basis upon the closing of the merger), such PDC equity-based awards will not automatically accelerate upon the closing of the merger and are considered to be “double trigger” given that vesting requires the occurrence of another event (i.e., a qualifying termination) other than a change in control prior to such acceleration being provided to the named executive officer. All stock appreciation rights held by named executive officers (limited to Messrs. Brookman and Lauck) are fully vested as of the date of this proxy statement/prospectus. The estimated value of unvested PDC equity awards (including the value of accrued but unpaid dividend equivalent rights) is set forth in the table below:

 

Named Executive Officer		Value of PDC RSU Awards (Double Trigger) ($)				Value of PDC PSU Awards (excluding 2021 awards) (Double Trigger) ($)				Value of PDC 2021 PSU Awards (Single Trigger) ($)				Total ($)
Barton R. Brookman		$	5,301,919			$	16,595,049			$	17,522,182			$	39,419,150
R. Scott Meyers		$	2,758,770			$	5,856,025			$	5,825,258			$	14,440,053
Lance A. Lauck		$	2,625,859			$	5,510,382			$	5,716,507			$	13,852,748
Nicole L. Martinet		$	1,833,606			$	3,894,317			$	3,883,505			$	9,611,428
David J. Lillo		$	1,752,185			$	3,823,420			$	3,417,506			$	8,993,111

 

(3)

The amounts shown reflect the payments or reimbursements to which each named executive would be entitled upon a qualifying termination of employment under the Lauck Agreement or the Severance Plan, as applicable, equal to the monthly cost of continuation health coverage for the named executive officer and his or her dependents for 36 months. This benefit is considered to be “double trigger,” which means that both a change of control, such as the merger, and another event (i.e., a qualifying termination) must occur prior to such benefits being provided to the named executive officer.

 

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Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of PDC

PDC’s Directors and Executive Officers

The following table sets forth the number of shares and percentage of PDC common stock beneficially owned by PDC’s named executive officers, each of its directors, and all of its executive officers and directors as a group as of June 27, 2023, the most recent practicable date for which such information was available. Except as otherwise indicated, the address for each of the named security holders is c/o PDC Energy, Inc., 1099 18th Street, Suite 1500, Denver, CO 80202. None of the securities beneficially owned as set forth below is pledged as security.

 

Name		PDC Common Stock Beneficially Owned(1)
		Number of Shares				Shares Underlying Stock Appreciation Rights(2)				Total				Percent of Class(3)
Barton R. Brookman, Jr. (4)			471,582				79,565				551,147				*
Lance A. Lauck (5)			164,120				20,044				184,164				*
David J. Lillo (6)			36,396				—				36,396				*
R. Scott Meyers (7)			119,676				—				119,676				*
Nicole L. Martinet (8)			57,755				—				57,755				*
Pamela R. Butcher (9)			4,787				—				4,787				*
Mark E. Ellis (10)			46,529				—				46,529				*
Paul J. Korus (9)			28,460				—				28,460				*
Lynn A. Peterson (9)			226,167				—				226,167				*
Diana L. Sands (9)			9,055				—				9,055				*
Carlos A. Sabater (9)			7,126				—				7,126				*
All directors and executive officers as a group (12 persons) (11)			1,176,510				99,609				1,276,119				1.5	%

 

*	Represents less than one percent.

(1)	All shares are directly held with sole voting and investment power, subject to community property laws where applicable.

(2)	Consists of shares of PDC common stock not outstanding but subject to stock appreciation rights that are currently exercisable or that will become exercisable within 60 days of June 27, 2023.

(3)	Based on 86,999,199 shares of PDC common stock outstanding as of June 27, 2023.

(4)	Excludes 72,488 PDC RSU awards subject to vesting greater than 60 days after June 27, 2023.

(5)	Excludes 35,904 PDC RSU awards subject to vesting greater than 60 days after June 27, 2023.

(6)	Excludes 23,986 PDC RSU awards subject to vesting greater than 60 days after June 27, 2023.

(7)	Excludes 37,734 PDC RSU awards subject to vesting greater than 60 days after June 27, 2023.

(8)	Excludes 25,077 PDC RSU awards subject to vesting greater than 60 days after June 27, 2023.

(9)	Excludes 2,683 PDC RSU awards subject to vesting greater than 60 days after June 27, 2023.

(10)	Excludes 3,205 PDC RSU awards subject to vesting greater than 60 days after June 27, 2023.

(11)	Excludes 220,181 PDC RSU awards subject to vesting greater than 60 days after June 27, 2023; includes 2,977 PDC RSU awards subject to vesting within 60 days after June 27, 2023.

 

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