01—Abstract
Summary
Summary of the 8-K filed July 18, 2025. Cited figures are marked; the original filing is the authoritative source.
On July 18, 2025, Chevron Corporation (NYSE: CVX) completed its previously announced acquisition of Hess Corporation (NYSE: HES), following satisfaction of all closing conditions, including a favorable arbitration outcome regarding Hess's offshore Guyana asset.
Under the Merger Agreement dated October 22, 2023, Merger Subsidiary merged into Hess, which now continues as a wholly owned subsidiary of Chevron. Hess shareholders received 1.0250 Chevron shares for each Hess share, and Chevron intends to issue approximately 301 million treasury shares to Hess stockholders. Chevron's 15.38 million Hess shares acquired in open-market transactions were cancelled for no consideration.
Management characterizes the deal as accretive to cash flow per share in 2025 (after synergies and the start-up of the fourth Guyana FPSO) and expects it to extend production and free cash flow growth into the 2030s. Key assets added include a 30% interest in the Stabroek Block in Guyana (more than 11 billion barrels of oil equivalent discovered recoverable resource), 463 thousand net acres in the Bakken, 31 thousand boe/d in the Gulf of America, and 57 thousand boe/d of natural gas in Southeast Asia. The company targets $1 billiona in annual run-rate cost synergies by year-end 2025 and a combined 2025 capital expenditure budget of $19 to $22 billion, with a commitment to sustain double-digit ROCE at mid-cycle prices.
The filing is a Regulation FD / Other Events report furnishing the press release as Exhibit 99.1. Chevron also noted that the FTC lifted its restriction on July 17, 2025, clearing John Hess to join Chevron's Board subject to Board approval.
Updated long-term financial and operational guidance reflecting Hess is to be provided at Chevron's Investor Day in New York City on November 12, 2025. Investors should note that the forward-looking statements carry significant risks, including integration execution and realization of synergies.
02—Key points
Key Highlights
- Acquisition of Hess Corporation completed July 18, 2025, with Hess becoming a wholly owned subsidiary of Chevron after the merger of Merger Subsidiary into Hess.
- Exchange ratio of 1.0250 Chevron shares per Hess share, with approximately 301 million treasury shares to be issued to Hess stockholders.
- Completion followed a favorable arbitration outcome on Hess's offshore Guyana asset and the FTC lifting its restriction on July 17, 2025.
- Chevron acquires a 30% stake in the Stabroek Block in Guyana, with more than 11 billion boe of discovered recoverable resource, plus 463 thousand net Bakken acres.
- Management expects the deal to be accretive to 2025 cash flow per share and to extend free cash flow and production growth into the 2030s.
- Targeted $1 billion in annual run-rate cost synergies by end of 2025; combined 2025 capex budget of $19 to $22 billion.
- Updated long-term financial and operational guidance reflecting Hess to be provided at the November 12 Investor Day.
03—Questions
Frequently Asked Questions
What exchange terms did Hess shareholders receive?
Hess shareholders received 1.0250 shares of Chevron common stock for each Hess share, with Chevron intending to issue approximately 301 million shares out of treasury. The 15.38 million Hess shares Chevron already owned were cancelled for no consideration.
Why was the deal delayed and what cleared it?
Closing was tied to a favorable arbitration outcome regarding Hess's Guyana asset and the FTC lifting its restriction on July 17, 2025, which cleared John Hess to join Chevron's Board subject to Board approval.
What synergies and financial impact does management expect?
Chevron targets $1 billion in annual run-rate cost synergies by the end of 2025 and expects the deal to be accretive to cash flow per share in 2025, with growth extending into the 2030s.
What key assets does Chevron gain?
The acquisition adds a 30% interest in the Stabroek Block in Guyana (over 11 billion boe discovered recoverable resource), 463 thousand net Bakken acres, 31 thousand boe/d in the Gulf of America, and 57 thousand boe/d of natural gas in Southeast Asia.
When will investors get updated guidance reflecting the combined company?
Chevron will provide updated long-term financial and operational information and guidance including Hess at its Investor Day in New York City on November 12 (2025).
04—Continue