SEC Comment Letter 0000000000-24-004415 to CHEVRON CORP (CVX) (CIK 0000093410) (CVX)
CHEVRON CORP (CVX) (CIK 0000093410)
Date: April 22, 2024 · CIK: 0000093410 · Accession: 0000000000-24-004415
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-277356
Letter
United States securities and exchange commission logo April 22, 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 Amendment No.2 to Registration Statement on Form S-4 Filed April 12, 2024 File No. 333-277356 Dear Michael K. Wirth: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our [Month day, year] letter. Amendment No.2 to Form S-4 Interests of Directors and Executive Officers of Hess in the Merger, page 67 1.We note your new disclosure indicating that the filing of the arbitration relating to the Stabroek ROFR may delay the completion of the merger and that Hess seeks to complete the arbitration by the end of 2024. In light of this new disclosure, ensure that all related disclosures are updated and current.
Material U.S. Federal Income Tax Consequences, page 84 2.The tax opinion which you filed as Exhibit 8.1 opines that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, but it does not constitute a short-form opinion with regard to the disclosure in this section. Counsel's opinion expressly states: "We express no opinion on any issue or matter relating to the tax
FirstName LastNameMichael K. Wirth Comapany NameChevron Corporation April 22, 2024 Page 2 FirstName LastName Michael K. Wirth Chevron Corporation April 22, 2024 Page 2 consequences of the transactions contemplated by the Merger Agreement or the Registration Statement other than the opinion set forth above."
If you elect to use a short-form opinion, the Exhibit 8 short-form opinion and the tax disclosure in the proxy statement / prospectus both must identify counsel, state clearly that the disclosure in this section is the opinion of the named counsel or accountant, and that disclosure must clearly identify and articulate the opinion being rendered. For reference, please see Staff Legal Bulletin No. 19 at Sections III.A.1 and III.B.2. Please contact Timothy S. 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.
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United States securities and exchange commission logo
April 22, 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
Amendment No.2 to Registration Statement on Form S-4
Filed April 12, 2024
File No. 333-277356
Dear Michael K. Wirth:
We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our [Month day, year] letter.
Amendment No.2 to Form S-4
Interests of Directors and Executive Officers of Hess in the Merger, page 67
1.We note your new disclosure indicating that the filing of the arbitration relating to the
Stabroek ROFR may delay the completion of the merger and that Hess seeks to complete
the arbitration by the end of 2024. In light of this new disclosure, ensure that all related
disclosures are updated and current.
Material U.S. Federal Income Tax Consequences, page 84
2.The tax opinion which you filed as Exhibit 8.1 opines that the Merger will qualify as a
“reorganization” within the meaning of Section 368(a) of the Code, but it does not
constitute a short-form opinion with regard to the disclosure in this section. Counsel's
opinion expressly states: "We express no opinion on any issue or matter relating to the tax
FirstName LastNameMichael K. Wirth
Comapany NameChevron Corporation
April 22, 2024 Page 2
FirstName LastName
Michael K. Wirth
Chevron Corporation
April 22, 2024
Page 2
consequences of the transactions contemplated by the Merger Agreement or the
Registration Statement other than the opinion set forth above."
If you elect to use a short-form opinion, the Exhibit 8 short-form opinion and the tax
disclosure in the proxy statement / prospectus both must identify counsel, state clearly that
the disclosure in this section is the opinion of the named counsel or accountant, and that
disclosure must clearly identify and articulate the opinion being rendered. For reference,
please see Staff Legal Bulletin No. 19 at Sections III.A.1 and III.B.2.
Please contact Timothy S. 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.