Paul Weiss, Wachtell shepherd Chevron’s $53bn Hess Corp mega merger

Deal marks second major transaction in oil industry this month

Paul Weiss Rifkind Wharton & Garrison and Wachtell Lipton Rosen & Katz are acting in oil and gas giant Chevron’s acquisition of its smaller rival Hess Corp, in an all-stock transaction valued at $53bn. 

Paul Weiss is acting for Chevron and Wachtell is advising Hess on the deal, which has a total enterprise value, including debt, of $60bn.

It marks the second proposed mega merger among the US oil giants in as many weeks after ExxonMobil agreed to buy Pioneer Natural Resources for about $60bn earlier this month, with Davis Polk and Gibson Dunn advising the respective parties. 

Chevron said the Hess acquisition would “upgrade and diversify” its portfolio, including in oil-rich Guyana, where a consortium led by Exxon that includes Hess and China’s CNOOC currently controls all oil production. It will also add to Chevron’s shale assets in the US. 

Paul Weiss’s New York-based team included corporate partner Kyle Seifried, counsel Stan Richards and renowned Wall Street dealmaker Scott Barshay, who chairs its corporate department. Earlier this year Barshay also co-led the Paul Weiss team that advised Merck on its acquisition of drugmaker Prometheus Biosciences for almost $11bn.  

Meantime the Wachtell team acting for Hess was led by corporate partners Martin Lipton, Karessa Cain and Zachary Podolsky. Partners Nelson Fitts (antitrust), Jeannemarie O’Brien (executive compensation and benefits), Emily Johnson (finance) and T. Eiko Stange (tax) also worked on the matter alongside a supporting cast of counsel and associates. 

The combined company is expected to grow production and free cash flow faster and for longer than Chevron’s current five-year guidance, Chevron and Hess said in a joint statement.  

Chevron is offering 1.025 of its shares for each Hess share held, or $171 per share, implying a premium of about 4.9% to the stock’s last close.  

Hess Corp CEO, John Hess, is expected to join Chevron’s board of directors once the deal closes around the first half of 2024.

Morgan Stanley is acting as lead financial advisor to Chevron, while Goldman Sachs is acting as lead financial advisor to Hess.  

For its part Paul Weiss put the finishing touches to a dramatic 12-partner private equity raid on Kirkland & Ellis in London and the US last month that will also see the firm open a new office in Los Angeles. 

The Kirkland defectors included debt finance heavyweight Neel Sachdev and Roger Johnson, who co-lead Paul Weiss’s ramped up London operation, and Eric Wedel, who serves as co-chair of the firm’s global finance and capital markets practice and will lead its new LA office.

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