FTC clears Chevron-Hess deal, bans John Hess from board

The Federal Trade Commission has banned Hess Corp. CEO John Hess from Chevron‘s board as a condition for the oil companies’ $53 billion merger to move forward.

The FTC on Monday alleged that Hess communicated with OPEC representatives about global oil output and inventory management over the years, encouraging them to take action that supports higher prices.

A significant portion of Hess’s private communications are blacked out in the FTC’s complaint. The FTC also pointed to public statements made by the CEO praising OPEC policy. In one such statement, Hess said Saudi Arabia did a “masterful job leading OPEC plus” by “not oversupplying the market.”

The FTC said in the complaint that Hess’ participation on Chevron’s board would meaningfully increase “the likelihood that Chevron would align its production with OPEC’s output decisions to maintain higher prices.”

Hess Corp. said in a statement Monday the FTC concerns are without merit, describing the CEO’s communications with OPEC as consistent with statements he has made to the U.S. government.

Hess Corp. and Chevron, however, have agreed that they will not appoint Hess to the board in order to facilitate the completion of the merger, according to the companies. Hess will serve as an advisor to Chevron on government relations and “social investments” in Guyana.

Chevron CEO Mike Wirth said the FTC’s decision “is an important step toward completing the merger.” Wirth said “it is unfortunate” that Hess will not be able to join the oil major’s board.

The FTC’s decision to allow the deal leaves the companies’ dispute with Exxon Mobil as the final hurdle for the transaction to close. Exxon has filed claims with an arbitration panel arguing a right of first refusal over Hess’ lucrative oil assets in Guyana.

If the arbitration panel rules in Exxon’s favor, the Chevron-Hess deal will not close. Chevron and Hess have said they are confident that panel will rule in their favor.

The FTC voted 3 to 2 in favor of the order banning Hess from Chevron’s board. FTC Chair Lina Khan said in a statement that U.S. oil executives communications with high-level OPEC representatives threaten competition and result in higher energy prices for Americans.

FTC Commissioner Andrew Ferguson, in his dissent, said the commission majority was bending to political pressure from Democratic politicians.

“The proposition that Mr. Hess’s comments could move global oil markets is laughable,” Ferguson wrote in his dissenting opinion.

The FTC issued a similar order for Exxon Mobil’s acquisition of Pioneer Natural Resources. The commission banned former Pioneer CEO Scott Sheffield from Exxon’s board, accusing him of colluding with OPEC to raise oil prices.