8-K
filed August 7, 2023, 7:59 PM ET
CIK 0000077877
M&A
confidence high
sentiment neutral
materiality 0.90
PDC ENERGY, INC.: M&A transaction — PDC Energy completes merger with Chevron; shares delisted, shareholders receive 0.4638 Chevron shares per PDC share
PDC ENERGY, INC.
- Merger closed Aug 7, 2023; PDC becomes wholly-owned Chevron subsidiary.
- Each PDC share converted into 0.4638 Chevron share; PDC stock suspended from Nasdaq.
- PDC's $1.8B credit facility terminated; $560M outstanding repaid.
- All prior PDC directors and officers replaced; Frank Mount, Harsh Goyal, Norman Hansen named directors; Kimberly McHugh named President.
- PDC's 6.125% Senior Notes due 2024 to be redeemed on Aug 14, 2024 at par plus accrued interest.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Norman T. Hansen was appointed as Director at PDC ENERGY, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
at the Effective Time, Frank W. Mount, Harsh Goyal and Norman T. Hansen became the directors of PDC, and Kimberly S. McHugh became the President of PDC.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Frank W. Mount was appointed as Director at PDC ENERGY, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
at the Effective Time, Frank W. Mount, Harsh Goyal and Norman T. Hansen became the directors of PDC, and Kimberly S. McHugh became the President of PDC.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Harsh Goyal was appointed as Director at PDC ENERGY, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
at the Effective Time, Frank W. Mount, Harsh Goyal and Norman T. Hansen became the directors of PDC, and Kimberly S. McHugh became the President of PDC.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kimberly S. McHugh was appointed as President at PDC ENERGY, INC..
- Action
- appointed
- Role
- President
Exact text from the filing
at the Effective Time, Frank W. Mount, Harsh Goyal and Norman T. Hansen became the directors of PDC, and Kimberly S. McHugh became the President of PDC.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PDC ENERGY, INC.: Amended and restated certificate of incorporation in connection with merger completion.
- Change
- charter amendment
Exact text from the filing
at the Effective Time, PDC’s certificate of incorporation was amended and restated in its entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PDC ENERGY, INC.: Amended and restated bylaws in connection with merger completion.
- Change
- bylaw amendment
Exact text from the filing
Immediately after the Effective Time, PDC’s by-laws were amended and restated in their entirety by action of the PDC Board.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
PDC ENERGY, INC. underwent a change of control involving Chevron Corporation (closed 2023-08-07).
- Action
- change of control
- Counterparty
- Chevron Corporation
- Closing
- 2023-08-07
Exact text from the filing
As a result of the consummation of the Merger, a change of control of PDC occurred, and PDC became a direct, wholly-owned subsidiary of Chevron.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
PDC ENERGY, INC. terminated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent.
- Action
- termination
- Agreement
- credit facility
- Counterparty
- JPMorgan Chase Bank, N.A., as administrative agent
Exact text from the filing
on the Closing Date, PDC terminated that certain Fifth Amended and Restated Credit Agreement, dated as of November 2, 2021, among PDC, the lenders and other parties thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent (as amended, the "Credit Agreement")
View on SEC.gov
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