SEC Comment Letter 0000000000-23-013795 to EXXON MOBIL CORP (XOM) (CIK 0000034088) (XOM)
EXXON MOBIL CORP (XOM) (CIK 0000034088)
Date: Dec. 18, 2023 · CIK: 0000034088 · Accession: 0000000000-23-013795
AI Filing Summary & Sentiment
File numbers found in text: 333-275695
Letter
United States securities and exchange commission logo December 18, 2023 Darren Woods Chairman and Chief Executive Officer Exxon Mobil Corp. 22777 Springwoods Village Parkway Spring, TX 77389 Re:Exxon Mobil Corp. Registration Statement on Form S-4 Filed November 21, 2023 File No. 333-275695 Dear Darren Woods: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-4 The Merger Background of the Merger, page 50 1.You disclose on page 55 that on October 5, 2023 the Wall Street Journal published an article discussing a proposed transaction between ExxonMobil and Pioneer. Please revise your disclosure to expand upon the effect, if any, the publication of the article prior to the public announcement had on the negotiation process. 2.We note in recent months, as part of evaluating potential strategic alternatives, Pioneer engaged in discussions with another upstream company regarding the acquisition of that company by Pioneer. Please expand your disclosure to provide greater detail into the alternative transaction, and the reasoning you did not progress further with the transaction.
FirstName LastNameDarren Woods Comapany NameExxon Mobil Corp. December 18, 2023 Page 2 FirstName LastName Darren Woods Exxon Mobil Corp. December 18, 2023 Page 2 3.You disclose on page 55 that Pioneer separately engaged Petrie Partners, LLC and BofA Securities, Inc., to serve as a financial advisor to Pioneer with respect to the proposed transaction. However, you make no further reference to Petrie or BofA. Please provide clear descriptions of each advisors' role, and describe how Pioneer utilized the assistance of the advisors in its evaluation of the transaction. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Shanu Bajaj
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United States securities and exchange commission logo
December 18, 2023
Darren Woods
Chairman and Chief Executive Officer
Exxon Mobil Corp.
22777 Springwoods Village Parkway
Spring, TX 77389
Re:Exxon Mobil Corp.
Registration Statement on Form S-4
Filed November 21, 2023
File No. 333-275695
Dear Darren Woods:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
The Merger
Background of the Merger, page 50
1.You disclose on page 55 that on October 5, 2023 the Wall Street Journal published an
article discussing a proposed transaction between ExxonMobil and Pioneer. Please revise
your disclosure to expand upon the effect, if any, the publication of the article prior to the
public announcement had on the negotiation process.
2.We note in recent months, as part of evaluating potential strategic alternatives, Pioneer
engaged in discussions with another upstream company regarding the acquisition of that
company by Pioneer. Please expand your disclosure to provide greater detail into the
alternative transaction, and the reasoning you did not progress further with
the transaction.
FirstName LastNameDarren Woods
Comapany NameExxon Mobil Corp.
December 18, 2023 Page 2
FirstName LastName
Darren Woods
Exxon Mobil Corp.
December 18, 2023
Page 2
3.You disclose on page 55 that Pioneer separately engaged Petrie Partners, LLC and BofA
Securities, Inc., to serve as a financial advisor to Pioneer with respect to the proposed
transaction. However, you make no further reference to Petrie or BofA. Please provide
clear descriptions of each advisors' role, and describe how Pioneer utilized the assistance
of the advisors in its evaluation of the transaction.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Shanu Bajaj