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United States securities and exchange commission logo
December 18, 2023
Darren Woods
Chairman and Chief Executive Officer
Exxon Mobil Corp.
22777 Springwoods Village Parkway
Spring, TX 77389
Re: Exxon Mobil Corp.
Registration
Statement on Form S-4
Filed November 21,
2023
File No. 333-275695
Dear Darren Woods:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
The Merger
Background of the Merger, page 50
1. You disclose on page 55
that on October 5, 2023 the Wall Street Journal published an
article discussing a
proposed transaction between ExxonMobil and Pioneer. Please revise
your disclosure to
expand upon the effect, if any, the publication of the article prior to the
public announcement had
on the negotiation process.
2. We note in recent
months, as part of evaluating potential strategic alternatives, Pioneer
engaged in discussions
with another upstream company regarding the acquisition of that
company by Pioneer.
Please expand your disclosure to provide greater detail into the
alternative
transaction, and the reasoning you did not progress further with
the transaction.
Darren Woods
FirstName LastNameDarren Woods
Exxon Mobil Corp.
Comapany18,
December NameExxon
2023 Mobil Corp.
December
Page 2 18, 2023 Page 2
FirstName LastName
3. You disclose on page 55 that Pioneer separately engaged Petrie
Partners, LLC and BofA
Securities, Inc., to serve as a financial advisor to Pioneer with
respect to the proposed
transaction. However, you make no further reference to Petrie or BofA.
Please provide
clear descriptions of each advisors' role, and describe how Pioneer
utilized the assistance
of the advisors in its evaluation of the transaction.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at
202-551-3271
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation
cc: Shanu Bajaj