Hess Files Form 10 Registration Statement Related to Spin Off of Retail
NEW YORK -- January 8, 2014
Hess Corporation announced today that Hess Retail Corporation, its wholly
owned subsidiary, has filed a Form 10 Registration Statement with theU.S.
Securities and Exchange Commission (SEC).
The Form 10 contains a preliminary information statement about the potential
terms and conditions of a spin-off of Hess Retail Corporation to the
stockholders of Hess Corporation. It also includes information about Hess
Retail Corporation as a standalone company, including financial, capital
structure, business, risk factor and management and governance information.
The preliminary information statement is subject to change. The Form 10 is
available on theSEC's website athttp://www.sec.gov and onHess’ website at
Hess Corporation also announced that it has received a Private Letter Ruling
from the Internal Revenue Service that will allow Hess Corporation to
distribute the business to stockholders in a tax-free spin-off.
Simultaneous with pursuing a spin of the retail business, Hess Corporation
will also solicit offers to purchase the entire retail business from potential
buyers. Following receipt of any such offers, the Hess Corporation Board of
Directors will determine which alternative it believes best serves the long
term interests of all Hess Corporation stockholders.
Hess Corporation is a leading global independent energy company engaged in the
exploration and production of crude oil and natural gas. More information on
Hess Corporation is available at http://www.hess.com.
Statements in this news release that are not historical facts are
forward-looking statements. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that are
difficult to predict, including, but not limited to, unanticipated
developments that could delay, prevent or negatively impact a separation
transaction; changes in market conditions; disruption to operations as a
result of a separation of Hess Retail Corporation from Hess; and the inability
of Hess Retail Corporation to retain key personnel. Therefore, actual outcomes
and results, including financial results, may differ materially from what is
expressed or implied in any forward-looking statements. More detailed
information about risks and uncertainties that could cause actual results to
differ materially from current expectations and from the forward-looking
statements contained in this press release, may be found in our filings with
theSecurities and Exchange Commission, including our most recent Annual
Report on Form 10-K, which is available on theSEC's website
athttp://www.sec.gov/and onHess’ website at www.hess.com, as well as the
"Risk Factors" section of Hess Retail Corporation’s Form 10 Registration
Statement. There is no assurance regarding the timing of any separation
transaction or whether it will be completed at all. We undertake no obligation
to publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise.
Jay Wilson, 212-536-8940
Denny Moynihan, 732-750-6484
Sard Verbinnen & Co
Michael Henson/Patrick Scanlan
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