HESS CORPORATION Underwriting Agreement 25,000,000 Shares of Common StockUnderwriting Agreement • February 10th, 2016 • Hess Corp • Petroleum refining • New York
Hess Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 25,000,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 3,750,000 additional shares (the “Optional Securities”) of common stock, par value $1.00 of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”). If the firm or firms listed in Schedule I hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives,” as used herein, shall each be deemed to refer to such firm or firms.
HESS CORPORATION Underwriting Agreement 10,000,000 Depositary Shares Each representing a 1/20th Interest in a Share of 8.00% Series A Mandatory Convertible Preferred Stock, par value $1.00 per share (initial liquidation preference of $1,000 per share)Underwriting Agreement • February 10th, 2016 • Hess Corp • Petroleum refining • New York
The Securities will be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of February 10, 2016, among the Company, Computershare Trust Company, N.A., as depositary (the “Depositary”), and holders from time to time of the Securities. Each Security will initially represent the right to receive a 1/20th interest in a share of the Preferred Stock pursuant to the Deposit Agreement.
