--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-088136" form_type: "8-K" ticker: null cik: "0000077877" company_name: "PDC ENERGY, INC." filed_at: "2023-08-07T23:59:59+00:00" generated_at: "2026-06-12T05:15:37.971281+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # PDC Energy completes merger with Chevron; shares delisted, shareholders receive 0.4638 Chevron shares per PDC share ## Summary - 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. ## SEC filing metadata - accession: 0001104659-23-088136 - form_type: 8-K - cik: 0000077877 - company_name: PDC ENERGY, INC. - filed_at: 2023-08-07T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.02, 2.01, 3.01, 5.01, 3.03, 5.03, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/77877/000110465923088136/0001104659-23-088136-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/77877/000110465923088136/tm2321729d8_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-088136 - JSON: https://secwatch.observer/filing/0001104659-23-088136.json - Plain text: https://secwatch.observer/filing/0001104659-23-088136.txt ## Key facts - Executive change Norman T. Hansen was appointed as Director at PDC ENERGY, INC.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/77877/000110465923088136/0001104659-23-088136-index.htm - Executive change Frank W. Mount was appointed as Director at PDC ENERGY, INC.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/77877/000110465923088136/0001104659-23-088136-index.htm - Executive change Harsh Goyal was appointed as Director at PDC ENERGY, INC.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/77877/000110465923088136/0001104659-23-088136-index.htm - Executive change Kimberly S. McHugh was appointed as President at PDC ENERGY, INC.. - Action: appointed - Role: President source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/77877/000110465923088136/0001104659-23-088136-index.htm - Governance Changes PDC ENERGY, INC.: Amended and restated certificate of incorporation in connection with merger completion. - Change: charter amendment source text: at the Effective Time, PDC’s certificate of incorporation was amended and restated in its entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/77877/000110465923088136/0001104659-23-088136-index.htm - Governance Changes PDC ENERGY, INC.: Amended and restated bylaws in connection with merger completion. - Change: bylaw amendment source text: Immediately after the Effective Time, PDC’s by-laws were amended and restated in their entirety by action of the PDC Board. evidence_url: https://www.sec.gov/Archives/edgar/data/77877/000110465923088136/0001104659-23-088136-index.htm - M&A Transactions 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/77877/000110465923088136/0001104659-23-088136-index.htm - Material Agreements 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 source text: 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") evidence_url: https://www.sec.gov/Archives/edgar/data/77877/000110465923088136/0001104659-23-088136-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.