Why is Chevron filing this supplemental disclosure?

Chevron is filing this supplemental disclosure in response to several lawsuits filed by Noble Energy shareholders. These lawsuits allege that the initial disclosures regarding the merger were incomplete or inaccurate, and Chevron is voluntarily providing additional information to address these concerns and avoid prolonged litigation, despite believing the original disclosures were sufficient.

What specific new information is being provided?

The filing provides updated financial projections (cash flow from operations and unlevered free cash flow) for Noble Energy under various scenarios through 2029, clarifies that Noble Energy has no 'don't ask, don't waive' standstill agreements, states management's view on the most likely projection case as of July 20, 2020, offers an updated list of comparable transaction multiples for merger analysis, and includes a range of analyst price targets reviewed by Noble Energy's board.

Does this filing change the terms or expected closing of the Noble Energy merger?

This filing does not change the fundamental terms of the merger agreement. It is primarily a procedural update to provide additional information in response to litigation. The company continues to pursue the transaction as previously announced, subject to the satisfaction of closing conditions.

What is the company's stance on the shareholder lawsuits?

Chevron and Noble Energy believe the claims made in the shareholder lawsuits are without merit and that no additional disclosures were legally required. However, they are providing these supplemental disclosures voluntarily to avoid the burden and expense of litigation and without admitting any liability or wrongdoing.

CVX 8-K SEC Disclosure — Sep 24, 2020

Summary

This 8-K filing by Chevron Corporation (CVX) on September 24, 2020, primarily serves to provide supplemental disclosures related to the previously announced merger with Noble Energy, Inc. While Chevron and Noble Energy maintain that the existing disclosures are sufficient, they are voluntarily providing additional information to address shareholder lawsuits challenging the completeness of the Form S-4 registration statement. These lawsuits, filed by purported stockholders, aim to compel further disclosures prior to the shareholder vote and closing of the transaction. The supplemental information pertains to Noble Energy's lack of standstill agreements with "don't ask, don't waive" provisions, management's belief that the "Base Case" projections were the most likely to be realized as of July 20, 2020, and updated financial projections (cash flow from operations and unlevered free cash flow) across various cases (Base Case, Strip+, Upside, Strip+ Low) for the years 2020 through 2029. Additionally, it provides updated comparable transaction multiples (TV / NTM EBITDAX) for merger analysis and notes that Noble Energy's Board reviewed analyst price targets ranging from $6.80 to $24 per share, with a median of $13.

Key Highlights

1Chevron is providing supplemental disclosures for the Noble Energy merger due to shareholder litigation challenging the accuracy and completeness of prior filings.
2The company and Noble Energy believe the litigation claims are without merit but are adding disclosures to avoid litigation burdens.
3Supplemental disclosures confirm Noble Energy has no "don't ask, don't waive" standstill agreements.
4Noble Energy management considered its "Base Case" projections as the most likely to be realized as of July 20, 2020.
5Updated financial projections (cash flow from operations and unlevered free cash flow) are provided for multiple scenarios (Base, Strip+, Upside, Strip+ Low) through 2029.
6The filing includes an updated table of comparable transaction multiples (TV / NTM EBITDAX) used in financial analysis.
7Analyst price targets for Noble Energy ranged from $6.80 to $24, with a median of $13, as reviewed by the Noble Energy Board.

CHEVRON CORP 8-K Report, Corporate Update (Sep 24, 2020)

Summary

Key Highlights

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