Chevron Announces Agreement to Acquire PDC Energy (2023)

It complements Chevron's presence in key US producing basins.
Increase Proven Oil Equivalent Reserves by 10% to less than $7 per barrel
Increase earnings per share and return on invested capital (ROCE)
Expected to add $1 billion in annual free cash flow

San Ramon, CA and Denver, CO, May 22, 2023– Chevron Corporation (NYSE: CVX) announced today that it has reached a definitive agreement with PDC Energy, Inc. (NASDAQ: PDCE) for the exchange to acquire an interest in all remaining shares of PDC. Based on Chevron's closing price on May 19, 2023 and the terms of the agreement, PDC shareholders will receive 0.4638 Chevron shares for each PDC share. The total value of the transaction, including debt, is $7.6 billion.

The purchase of PDC gives Chevron a high-quality asset that promises higher returns in low-carbon US basins. PDC brings strong free cash flow, low production and development opportunities near Chevron's Denver-Julesburg (DJ) Basin site and additional acreage to Chevron's leadership position in the Permian Basin.

"PDC's attractive and complementary assets strengthen Chevron's position in a major US producing basin," said Chevron Chairman and CEO Mike Wirth. "This transaction adds all important financial measures and reinforces Chevron's goal of safely delivering higher returns and lower carbon emissions. We look forward to welcoming the PDC team and shareholders to Chevron and continuing to integrate the two. The approach of the company is in safe and secure operations."

"The merger with Chevron is an excellent opportunity for PDC to enhance shareholder value. It provides a best-in-class portfolio of global assets," said Bart Brookman, PDC Chairman and CEO. "I look forward to bringing our highly complementary organizations together and I am pleased that PDC's assets will help Chevron move toward our shared goal of a low-carbon energy future."

agreed offer

Aumentar EPS, Free Cash Flow y ROCE:Chevron expects the transaction to increase all key financial measures and add approximately $1 billion to annual free cash flow in the first year after closing, to $70 per barrel for Brent and $3.50 per barrel for Henry Hub (approximate prices). 2024 futures from May 2023 ).
High strategic fit:Increase Chevron's proven reserves by 10% at a purchase price of less than $7 per barrel of oil equivalent (BOE).
- DJ Basin: 275,000 acres adjacent to existing Chevron operations, adding more than 1 billion barrels of oil equivalent of proven reserves in an economically highly developed region and achieving capital and operating synergies.
- Permian Basin: 25,000 hectares of net productive land will be integrated into Chevron's existing capital efficient development operations.
Capital and cost efficiency:
- Capital Expenditures: Chevron expects to increase capital expenditures by approximately $1 billion annually through 2027, raising its guidance range from $1.4 billion to $16 billion after achieving approximately $400 million in capital expenditure efficiencies.
- Operating Expenses: The transaction is expected to generate pre-tax operating expense synergies of approximately $100 million within one year of closing.

Details of the transaction

Chevron is one of the world's leading integrated energy companies. We believe that affordable, reliable, and cleaner energy is essential for human progress. Chevron produces crude oil and natural gas; produces transportation fuels, lubricants, petrochemicals, and additives; and develops technologies that advance our business and our industry. Our goal is to grow our traditional oil and gas business, reduce the carbon intensity of our operations, and develop new low-carbon businesses in renewable fuels, hydrogen, carbon capture, offsets, and other new technologies. To learn more about Chevron, visitwww.Chevron.com.

OR PDC Power

pdc energy, inc. is an independent national exploration and production company that acquires, explores for, and develops crude oil, natural gas, and NGL production assets in the Wattenberg field in Colorado and the Delaware Basin in West Texas. Its Wattenberg field operations focus on the Niobrara and Codell levels, while our Delaware Basin operations focus on the Wolfcampzones levels.

Notice

As used in this press release, the term "Chevron" and terms such as "the company," "our," "we," and "your" may refer to Chevron Corporation, one or more of its consolidated subsidiaries, or all of its subsidiaries. subsidiaries as a whole. All of these terms are used for convenience only and are not intended to accurately describe any individual company, each of which operates its own affairs.

Visit Chevron's website and investor relations page atwww.Chevron.comiwww.Chevron.com/inversionistas, LinkedIn:www.linkedin.com/company/Chevron, Twitter:@cheurónFacebook:www.facebook.com/chevron, I Instagram:www.instagram.com/Chevron, Chevron periodically publishes important information about the company, its operations and the results of its operations.

Non-GAAP Financial Measures- This press release includes free cash flow. Free cash flow is defined as the net cash provided by operating activities less capital expenditures and generally represents the cash available to creditors and investors after investing in the business. The company believes this measure helps monitor the financial health and long-term performance of the company.

Cautionary Statement Regarding Forward-Looking Information Under the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. , with modifications. These forward-looking statements generally include statements about a possible transaction between Chevron Corporation ("Chevron") and PDC Energy, Inc. the potential transaction, the expected benefits of the potential transaction (including expected higher return on capital employed, free cash flow and earnings per share, as well as higher expected returns and lower carbon intensity upstream) and estimated business and capital synergies, estimated financial information, future opportunities and any other statements regarding expectations, beliefs, plans, objectives Chevron and PDC's future results of operations, financial condition and cash flows or future events or performance. Words like "anticipate", "expect", "intend", "plan", "goal", "progress", "commitment", "drive", "goal", "forecast", "project", "believe" or the phrases", "approach", "seek", "plan", "evaluate", "position", "track", "advance", "might", "might", "could", "should", " " , "Budget", "Outlook", "Trends", "Directions", "Priorities", "On Track", "Objectives", "Objectives", "Strategy", "Capacities", "Readiness", "Potential", "ambition", "desire" and similar expressions are intended to identify such forward-looking statements All such forward-looking statements are based on the current expectations of Chevron and PDC management and therefore involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in forward-looking statements Key factors that could cause actual results to differ materially from those anticipated in forward-looking statements include obtaining necessary PDC shareholder approvals the ability to complete the potential transaction; uncertainty about the timing of a potential transaction; the risk that the closing conditions of a potential transaction are not met; the risk that regulatory approval is not obtained or is obtained under conditions not foreseen by the parties; disruption at Chevron or PDC Business impact; transaction costs; Chevron's ability to realize the benefits of the proposed transaction and the anticipated operating and capital synergies; Chevron's ability to quickly, efficiently and effectively integrate the acquired business into its own business; unknown debts; transfer of management time to transaction related matters; the impact of industry, market, economic, political or regulatory conditions beyond the control of Chevron or PDC. Other risks that could affect Chevron's results of operations and financial condition arise from Part I, Item 1A, Chevron's "Risk Factors," our Annual Report on Form 10-K for the year ended December 31 2022 and subsequent filings with the Securities and Exchange Commission. and Exchange Commission of the United States ("SEC") that could affect the operation of the PDC. Additional risks to performance and financial condition appear in Part I, Item 1A, "Risk Factors," of the PDC Annual Report on Form 10-K for the year ended December 31, 2022 and in filings later before the SEC. This is not discussed in this press release. Other contingencies or factors could also materially and adversely affect forward-looking statements. Neither Chevron nor PDC undertake any obligation to update any forward-looking statement, except as required by law. Readers are cautioned not to place undue reliance on these statements, which speak only as of the date of this statement.

Important information for investors and shareholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval, nor will there be any sale of any security in any jurisdiction where such an offer, solicitation or sale heretofore would be illegal. registered or rated under the securities laws of such jurisdiction. No securities may be offered except by way of a prospectus that meets the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the potential transaction, Chevron expects to file with the SEC a registration statement on Form S-4 containing Chevron's preliminary prospectus, which also constitutes PDC's preliminary proxy statement. Following publication of the registration statement, PDC will mail a definitive proxy statement/prospectus to PDC shareholders. This communication is not in lieu of a proxy/prospectus statement or registration statement or any other document that Chevron or PDC may file with the SEC and send to PDC shareholders in connection with the potential transaction. Investors and security holders of CHEVRON and PDC are urged to carefully read the proxy statement/prospectus and other documents filed with the SEC because they will contain important information. Investors and security holders may obtain free copies of the power of attorney/prospectus, if any, and other documents filed with the SEC by Chevron or PDC through the website maintained by the SEC athttp://www.sec.gov.Copies of Chevron's filings with the SEC will be available free of charge on Chevron's website athttp://www.chevron.com/inversores. Copies of the PDC's filings with the SEC are available free of charge on the PDC's website athttp://www.pdce.com/investors-overview.

Chevron and PDC, as well as certain of their directors, certain executive officers and other officers and employees, may be considered participants in the request for a proxy statement in connection with the potential transaction under SEC rules. Information about Chevron's directors and executive officers is included in its annual report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on February 23, 2023, and in its proxy statement for the 2023 annual meeting of Shareholders, filed with the SEC on April 12, 2023. Information about PDC's directors and executive officers is included in its Annual Report on Form 10-K for the year ended December 31, 2022, which he filed with the SEC on February 22. 2023, and your 2023 annual proxy statement filed with the Securities and Exchange Commission on April 12, 2023. These documents are freely available from the sources listed above. More information about the interests of such participants in the proxy request in connection with a potential transaction will be included in the registration statement and the proxy statement/prospectus and other related materials to be filed with the SEC when they become available.

contact person

Investor Contact Information:
jot spilling
Cheuron
invest@chevron.com

aaron vanderford
CDP energy
aaron.vandeford@pdce.com

Media contact:
braden raider
Cheuron
breddall@chevron.com
(925) 842 - 2209

Andrew Siegel / Mahmud Siddig
Joel Frank, Wilkinson Brimer Kecher
(212) 355 - 4449

Chevron Announces Agreement to Acquire PDC Energy (2023)

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