Chevron Corporation (NYSE:CVX) entered into a definitive agreement to acquire PDC Energy, Inc. (NasdaqGS:PDCE) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), FMR LLC, Dimensional Fund Advisors LP and others for $6.4 billion on May 21, 2023. Under the terms of the agreement, PDC shareholders will receive 0.4638 shares of Chevron for each PDC share. In case of termination under certain circumstances, PDC would be required to pay Chevron a termination fee of $225,000,000.

The completion of the Merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including the receipt of the required approval from PDC stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ?HSR Act?) applicable to the Merger, the effectiveness of the Registration Statement on Form S-4 to be filed by Chevron pursuant to which the shares of Chevron Common Stock to be issued in connection with the Merger, the authorization for listing on the New York Stock Exchange of the shares of Chevron Common Stock to be issued in connection with the Merger. It is also subject to regulatory approvals and other customary closing conditions. The waiting period under the HSR Act with respect to the transaction expired on July 5, 2023. The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close by year-end 2023. The transaction is accretive to all important financial measures and enhances Chevron?s objective to safely deliver higher returns and lower carbon. As on August 4, 2023, stockholders of PDC Energy, Inc. approved the transaction. As of July 20, 2023, the transaction is expected to close on August 7, 2023. As of July 28, 2023, PDC Energy, Inc. acquisition is expected to close in August 2023.

Morgan Stanley & Co. LLC is acting as lead financial advisor to Chevron. Evercore also advised Chevron. Kyle Seifried, Scott Barshay, Caith Kushner, John Kennedy, Manuel Frey, Patricia Vaz de Almeida, Lyudmila Bondarenko, Christopher Dickson, Geoffrey Chepiga, Steven Herzog, Brian Krause, Anne McGinnis, Alyssa Wolpin, Peter Fisch, Lawrence Witdorchic, Jarrett Hoffman, Jordan Salzman, Claudine Meredith-Goujon, William O?Brien of Paul, Weiss, Rifkind, Wharton & Garrison LLP acting as legal advisors to Chevron. Sebastian Tiller of Simpson Thacher & Bartlett LLP represents J.P. Morgan Securities LLC as lead financial advisor to PDC Energy and provided a fairness opinion to the Board of Directors. 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. Igor Kirman and Elina Tetelbaum of Wachtell, Lipton, Rosen & Katz and John Elofson, Mark Bussey and Sam Seiberling of Davis Graham & Stubbs are jointly serving as the Company?s legal counsel. PJT Partners also advised PDC Energy. David Higbee, Ben Gris, Jonathan Cheng and Djordje Petkoski of Shearman & Sterling advised Chevron on antitrust matters. Stuart Rogers of Alston & Bird acted as legal advisor for Morgan Stanley & Co. LLC. J.P. Morgan?s transaction fee would be approximately $30.55 million, of which $3 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. Morrow Sodali LLC acted as proxy solicitor to PDC, and will receive a fee of $70,000.

Chevron Corporation (NYSE:CVX) completed the acquisition of PDC Energy, Inc. (NasdaqGS:PDCE) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), FMR LLC, Dimensional Fund Advisors LP and others on August 7, 2023.