SecProbe.io

United States securities and exchange commission logo
March 18, 2024
Michael K. Wirth
Chairman of the Board and Chief Executive Officer
Chevron Corporation
6001 Bollinger Canyon Road
San Ramon, California 94583-2324
Re:Chevron Corporation
Registration Statement on Form S-4
Filed February 26, 2024
File No. 333-277356
Dear Michael K. Wirth:
            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
Background of the Merger, page 41
1.You disclose that on October 19, 2023, the Hess board "revisited its prior discussion
during its October 6, 2023 meeting concerning the potential benefits and risks of
contacting other potential transaction counterparties, and confirmed its view that it would
not be in the best interests of Hess and its stockholders to initiate any such outreach."
Revise to clarify, if true, that Hess did not explore a business combination with any entity
other than Chevron during 2023.
2.We note that in recommending the merger, the Hess board considered in detail "the
opportunities and risks of various potential strategic alternatives available to Hess,
including the transaction with Chevron [and] other potentially available strategic
transactions...."  Please identify any "potentially available strategic transactions" or
counterparties which were considered as part of this detailed consideration. We also note
you disclose that the Chevron merger offered "superior value ... compared with other

 FirstName LastNameMichael K. Wirth
 Comapany NameChevron Corporation
 March 18, 2024 Page 2
 FirstName LastNameMichael K. Wirth
Chevron Corporation
March 18, 2024
Page 2
potential alternative transactions, including the [board's belief], after analysis and
discussion with its financial advisors and Hess management, that the limited number of
counterparties who could acquire Hess were unlikely to be willing or able to offer more
attractive value to Hess’ stockholders than Chevron...."  Expand the discussion to clarify
what basis the board had for this belief, including whether it specifically considered any
other entities of similar or larger size than Chevron in reaching its conclusion that such
potential counterparties would be unwilling to offer more attractive value.
Regulatory Approvals Required for the Merger, page 77
3.Please provide updated disclosure regarding the status of the FTC review and the need for
any approvals from any Guyanese governmental body, agency, or authority of competent
jurisdiction.
Stabroek JOA, page 80
4.Please provide updated disclosure in this section and, as appropriate, in the Risk Factors
section, regarding any arbitration or litigation concerning the transaction.  In that regard,
we note the communication filed by Hess Corporation pursuant to Rule 425 on March 7,
2024 in which Hess discloses that ExxonMobil announced that it is filing for arbitration
regarding the applicability of a right of first refusal/pre-emption provision in the Stabroek
joint operating agreement.
Material U.S. Federal Income Tax Consequences, page 82
5.We note the Wachtell form of opinion filed as exhibit 8.1 states: "Because this opinion is
required to be delivered in connection with the effectiveness of the Registration
Statement, there can be no assurance that it will continue to be valid at the Effective
Time." As the discussion of tax consequences in the prospectus relies on the Section
368(a) opinion and the receipt of the opinion appears to be a waivable condition, please
have counsel revise its opinion to remove this disclaimer and file an executed opinion of
counsel before effectiveness. Please also make clear that you will recirculate and resolicit
if the condition is waived and the change in tax consequences is material. See Section
III.D.3 of Staff Legal Bulletin No. 19 (Corp. Fin., October 14, 2011).
Where You Can Find More Information, page 152
6.We note Hess Corporation's annual report on Form 10-K for the fiscal year ended
December 31, 2023 is incorporated by reference. However, the Form 10-K incorporates
information from its proxy statement which has not yet been filed. Prior to requesting
acceleration of the effectiveness of this registration statement, please either amend the
Form 10-K to include information required by Part III of Form 10-K or file the definitive
proxy statement. Please refer to Question 123.01 of Securities Act Forms Compliance and
Disclosure Interpretations for guidance.

 FirstName LastNameMichael K. Wirth
 Comapany NameChevron Corporation
 March 18, 2024 Page 3
 FirstName LastName
Michael K. Wirth
Chevron Corporation
March 18, 2024
Page 3
7.Please update this section to incorporate by reference Hess Corporation's Form 8-K filed
on March 8, 2024. For guidance, refer to Question 123.05 of the Securities Act Forms
Compliance and Disclosure Interpretations.
Annex D, page D-1
8.We note Chevron Corporation's annual report on Form 10-K for the fiscal year ended
December 31, 2023 is included as Annex D. However, the Form 10-K incorporates certain
Part III information from its proxy statement which has not been filed.  Please revise your
registration statement to include all information required by Form S-4 and Part III of
Form10-K, including Items 401, 402, and 404 of Regulation S-K.
            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 Timothy Levenberg at 202-551-3707 or Karina Dorin at 202-551-3763
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Kyle Seifried, Esq., of Paul, Weiss, et al.