Chevron Intends to Acquire PDC Energy by Shares
On 22 May, Chevron, a major US energy company, announced that it would acquire PDC Energy (PDCE) for a total consideration of USD 6.3 billion. The transaction would be settled by new shares of Chevron, with each share of PDCE receiving 0.4638 of a Chevron share (based on the average closing price of the two companies over the past ten days on 19 May). Chevron aims to complete the transaction by the end of the year.
On the first trading day after the announcement, PDC Energy's stock and bond "PDCE 5.750% 15May2026 Corp (USD)" rose about 7% and 5% respectively.
Chevron Seeks Growth; Both Parties Could Generate Shareholder Returns
It is easy to understand the motivation for the acquisition. Chevron intends to seek growth in both production and scale (The acquisition could boost Chevron's proven reserves by around 10%). The typical M&A logic, “the one with high valuation buys the one with low valuation”, is also applicable in this case, where Chevron's valuation is significantly higher than PDCE's (see Table 1). It is generally beneficial to both shareholders.
Table 1: Chevron and PDC Energy’s Valuation before Announcement of Acquisition
|
|
Chevron |
PDC Energy |
|
EBITDA* (USD billion) |
52.68 |
2.39 |
|
Free Cash Flow* (USD billion) |
24.23 |
0.88 |
|
EV / EBITDA (Enterprise Value / EBITDA) |
5.7x |
3.0x |
|
P / FCF (Price to Free Cash Flow) |
12.2x |
6.6x |
|
*From Bloomberg consensus on 2023 forecast Source: Bloomberg
Finance L.P., Company’s
Announcements, iFAST Compilations |
||
For Chevron, it could reserve the cash by issuance of new shares. Since it enjoys a premium in valuation (Table 1), if the valuation multiple can be almost maintained after the completion of the acquisition, this will stimulate the share price to rise and create shareholder returns. For PDCE, the acquisition price means a premium of about 11% over the prevailing market price, which is also beneficial to PDCE’s shareholders. As such, the transaction is a win-win situation.
Default Risk on PDCE Bond will be Significantly Reduced; Investors could Take Opportunity to Capture the Potential Upside
PDCE bond investors also benefit from the transaction, given the credit quality of the acquirer, Chevron, which has a credit rating of AA- (S&P), compared to PDCE’s rating of BB (S&P). If the acquisition is completed, PDCE’s debt will become part of Chevron's debt. The default risk on PDCE bond will be significantly reduced. PDCE's credit quality will improve significantly to the same level as Chevron's. It is understandable to see why PDCE's bond prices also rose sharply.
As shown by the current share prices of Chevron and PDCE, PDCE shares are currently trading at a discount of only 1.9% to the acquisition price. It reflects the high probability of the M&A to succeed. However, this expectation is not fully priced in the bond market. The PDCE bond yield is still higher than Chevron's by about 1.3% (Table 2).
Table 2: Chevron and PDC Energy’s 2026 Bonds
|
Bond Name |
Issuer |
Issuer’s Credit Rating (S&P) |
Years to Maturity |
Ask Price (Investor Buys) |
YTM |
| PDCE 5.750% 15May2026 Corp (USD) | PDC Energy |
BB |
2.9 |
99.8 |
5.8% |
|
CVX 2.954% 16May2026 Corp (USD) |
Chevron |
AA- |
2.9 |
95.8 |
4.5% |
|
Source: Bondsupermart, iFAST
Compilations |
|||||
If we deduce the theoretical price according to Chevron's current bond yield, the 2026 PDCE bond price is expected to reach $103.4, with a potential upside of 3.6% (not including the accrued interest over the holding period), which is already higher than the current discount (1.9%) from the stock market. The downside risk of the bond is theoretically lower in the event of the failure of acquisition, as investors could hold the bond to maturity to avoid the loss. Therefore, investors could take the opportunity to buy the 2026 PDCE bond, in a bid to capture the potential upside. Investors could consider selling the bond after the completion of the acquisition and an increase in the bond price.
Oil Companies’ M&A will be More Prevailing; Vital Energy could be a Potential Target for Acquirors
The valuation of large oil companies and small- and medium-sized oil companies is now seriously divided.
Given the high oil price environment lasting for around 1.5 years and higher valuation of these large oil companies, the oil companies have sufficient capital and strength to propose the M&A of small- and medium-sized oil companies (Table 3). We believe that M&A of oil companies will be more prevailing.
Table 3: Recent M&A of Oil Companies
|
Announcement Date |
Acquiror |
Acquiree |
Acquiror’s EV/EBITDA Forecast |
Acquiree’s EV/EBITDA Forecast |
Transaction Consideration |
|
6/9/2022 |
Devon Energy |
RimRock Oil and Gas |
5.4x |
2.2x |
USD 865 million |
|
6/28/2022 |
Earthstone Energy |
Titus Oil & Gas |
2.7x |
1.9x |
USD 575 million and 3.9 million of ESTE shares |
|
8/9/2022 |
Devon Energy |
Validus Energy |
4.0x |
2.0x |
USD 1.8 billion |
|
9/6/2022 |
EQT Corp |
THQ Appalachia I LLC |
3.7x |
2.3x |
USD 5.2 billion |
|
10/11/2022 |
Diamondback Energy |
FireBird Energy |
4.3x |
3.0x |
USD 775 million and 5.86 million of FANG shares |
|
11/2/2022 |
Marathon Oil |
Ensign Natural Resources |
4.7x |
3.4x |
USD 3.0 billion |
|
11/16/2022 |
Diamondback Energy |
Lario Permian |
5.4x |
3.3x |
USD 850 million and 4.18 million of FANG shares |
|
2/28/2023 |
Riley Exploration Permian |
Pecos Oil & Gas |
3.2x |
3.4x |
USD 330 million |
|
4/3/2023 |
Ovinitiv |
EnCap Investments |
3.1x |
3.7x |
USD 3.13 billion and 32.6 million of OVV shares |
|
5/22/2023 |
Chevron |
PDC Energy |
5.7x |
3.0x |
41 million of CVX shares |
|
Source: Company’s
Announcement, Bloomberg
Finance L.P., Bison Interest,
Bayou City Energy,
Peters & Co,
iFAST Compilations |
|||||
These records suggest that the peers could have a higher chance of acquiring oil companies at low valuations, possibly including Vital Energy (VTLE), which has a forecasted EV/EBITDA of only 2.0x, a low level among its peers. Therefore, VTLE may be a potential target for acquirors.
As shown in Table 4, the credit rating of VTLE is only B (S&P). The credit ratings of peers, which have the capability to acquire VTLE, should be higher than VLTE’s rating. If VTLE is acquired by its peers in the future, VTLE's bonds could have a significant upside. The logic is the same as the discussion in the PDCE bond above. The VTLE’s debt will become part of the acquiror’s debt. It means a reduction in the default risk on the VTLE bonds, thus driving the bond performance.
Table 4: Vital Energy’s Bonds
|
Bond Name |
Years to Maturity |
Bond Credit Rating (S&P) |
Ask Price (Investor Buys) |
YTM (%) |
YTC (%) |
|
VTLE 9.500% 15Jan2025 Corp (USD) (Bond Express Member) |
2.0 |
B |
100.4 |
9.2% |
8.3% (January 2024) |
|
VTLE 10.125% 15Jan2028 Corp (USD) |
5.0 |
B |
98.5 |
10.8% |
10.3% (January 2026) |
|
VTLE 7.750% 31Jul2029 Corp (USD) |
6.5 |
B |
84.0 |
11.4% |
9.4% (July 2026) |
|
Source: Bondsupermart, iFAST
Compilations |
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Declaration: For specific disclosure, at the time of publication of this report, IFPL (via its connected and associated entities) holds positions in VTLE 9.500% 15Jan2025 Corp (USD) and the analyst who produced this report holds a NIL position in the abovementioned securities.













