In the wake of a month of scrutiny by the media and some large shareholders, the board of directors for Chesapeake Energy Corp. released a letter to shareholders this afternoon affirming its support for the company’s direction.
The letter was drafted in response to an earlier letter by the New York City Comptroller, who called on shareholders last week to vote against the re-election of directors V. Burns Hargis and Richard K. Davidson. Chesapeake’s annual shareholder meeting is June 8.
The directors said they have taken steps to address shareholder concerns, including making changes to executive and director compensation and splitting the CEO and chairman positions. The letter reiterates previous decisions to end the Founder Well Participation Program perk enjoyed by CEO Aubrey McClendon and updates shareholders on the plans for future asset sales.
Directors also touched on an ongoing review of personal loans taken out by McClendon that used his stake in company wells as collateral:
The Board is also conducting a thorough review, through the Audit Committee and its independent counsel, to determine whether there are any conflicts with the Company arising from the financing arrangements between Mr. McClendon (and the entities through which he participates in the FWPP) and any third party that has had or may have a relationship with the Company in any capacity.
UPDATE, 4:35 p.m.
“Had the board responded meaningfully to repeated concerns from shareowners over the years, Chesapeake would not be in the costly governance mess it is in today,” said New York City Comptroller John C. Liu. “The changes now being offered, overdue and only incremental, may address some symptoms of a captive board, but hold harmless the root problem — the directors themselves and their failure to protect long-term shareowner value.”
Harold Hamm, the founder, chairman and CEO of Continental Resources Inc., has donated almost $1 million to a super PAC that supports presumptive GOP presidential nominee Mitt Romney, the Associated Press reports.
Hamm, who was named the chairman of Romney’s advisory group on energy policy in March, gave $985,000 to the pro-Romney Restore our Future PAC on April 3, according to records filed this week with the Federal Election Commission.
Hamm hosted a fundraiser for Romney earlier this month in Oklahoma City.
The Associated Press interviewed a campaign finance expert who called into the question Hamm’s role in the Romney campaign and the donation to a pro-Romney super PAC. Under campaign finance law, super PACs are not supposed to coordinate with campaigns.
Hamm, whose company did not return telephone calls from The Associated Press, is among a group of energy tycoons who have made lucrative donations to Restore Our Future, a super PAC supporting Romney. Unlike the others, Hamm has matched his contributions with his role personally advising Romney on energy policy — blurring the line between the campaign and the super PACs that support them but are legally barred from coordinating with candidates.
However, another expert said the donation is perfectly legal:
Such contributions are legal, said veteran elections and ethics lawyer Jan W. Baran.
“It may be an appearance problem, but it’s not a legal problem,” Baran said.
Romney’s campaign said Hamm’s contributions to the super PAC supporting Romney were unrelated to his policy advice.
UPDATED: Chesapeake Energy Corp. offered a rare glimpse behind the curtain on Tuesday morning.
Company officials have been largely quiet over the past month amid reports of potential conflicts of interest involving co-founder and CEO Aubrey McClendon.
The company faces an informal inquiry from the U.S. Securities and Exchange Commission, a possible Justice Department probe and about a dozen breach of fiduciary duty lawsuits against its board of directors.
But Chesapeake accidentally posted the pictured slide as part of an investor presentation on its website Tuesday. A company spokesman said it was not meant to be made public.
In the now-removed slide, Chesapeake appears confident despite persistent questions about its finances.
“During the past five weeks CHK has withstood an unprecedented negative media campaign,” according to the second page of the presentation. “While damaging in the short run to our reputation, these attacks have failed, and will continue to fail, to reduce the value of the company’s assets and our long-term attractiveness to investors.”
The Chesapeake presentation promises shareholders who stick with the company will be “well rewarded.”
“Successful asset sales, ongoing transition to liquids and moving to an asset harvest strategy from an asset capture strategy will carry the day. By year-end 2012, CHK will emerge with not only great assets, but also a good and steadily improving balance sheet and significant growth opportunities for years to come.”
The company maintains it is well-positioned to thrive, despite low natural gas prices, because of its potential to grow its liquids production.
Chesapeake will spend 85 percent of its capital expenditure budget on liquids production this year, while bumping that figure to 90 percent in 2013.
To make that happen, the Oklahoma City company is looking to sell noncore assets to raise up to $11.5 billion and close a funding gap in its capital expenditure program.
While awaiting a ruling on its request for a rate increase, Oklahoma Gas and Electric Co. is rolling out an interim increase and seeking to adjust its fuel costs.
The moves are expected to leave most OG&E customers paying less for their electricity.
“We believe that this is an equitable, short-term solution,” said OG&E spokesman Brian Alford. “We are able to cover our costs by implementing new rates, which are subject to refund should the (Oklahoma Corporation) Commission’s order ultimately provide for a lower increase. And, we can provide assurance to our customers that their summer bills will not go up as a result of our rate request. We understand our customers’ concern over high bills during the summer months.”
The utility company, which serves nearly 800,000 customers in Oklahoma and western Arkansas, asked the Oklahoma Corporation Commission to approve a $73 million rate increase last year to cover the cost of nearly $500 million in new investments over the previous two years.
Consumer advocates, including the Oklahoma attorney general’s office, countered by calling for a rate decrease ahead of a hearing before an administrative law judge at the corporation commission in December and January.
The judge has not issued a recommendation to the elected commissioners who will decide the rate case, so OG&E is moving forward with an interim increase.
The $24 million increase will be offset by a $50 million reduction in fuel costs due to lower-than-expected natural gas costs.
“During the past several years, we have invested well over $500 million in electric system improvements,” Alford said. “With significant additional investment on the horizon, we must keep our credit card balance in check, so to speak, so that we’re able to meet future investment needs.”
The interim rate increase will be refunded to customers if it is eventually rejected by regulators.
OG&E is allowed to enact the increase since it has been more than six months since the company filed its rate case.
The long-awaiting reversal of the Seaway pipeline is complete.
Owners Enterprise Products Partners LP and Enbridge Inc. announced the line began accepting oil at Cushing on Saturday.
The pipeline, which one helped producers ship record amounts of crude to the Cushing storage hub, now carries oil south to refineries in the Houston area.
Oklahoma Independent Petroleum Association President Mike Terry said earlier this month that the pipeline will be a boon to state producers.
“Additional pipeline capacity taking crude oil from Cushing to refineries along the Gulf Coast is necessary to alleviate what has become a bottleneck for crude oil produced in the middle of the country. Increasing amounts of inbound crude from Canada and the northern United States has outpaced outgoing pipeline capacity, forcing more oil into storage at Cushing and glutting the local market. The result is Oklahoma Sweet and West Texas Intermediate, historically the benchmark for global crude oil prices, has become less valuable.”
The Seaway pipeline will be able to move 850,000 barrels of oil a day once a parallel line is built.
Texas-based FTS International announced Friday it has secured its first international joint venture.
FTS International and Summit Technologies Co. Ltd. will form a new company that will provide well completion products and services for oil and natural gas wells in Saudi Arabia and Oman.
FTS Arabia Ltd. will have a vertically integrated business model similar to its parent company.
It will manufacture and build high-pressure hydraulic pumps and mobile pressure pumping units using in hydraulic fracturing wells. The company also may provide raw materials such as proppants and other well completion additives.
“We are excited to make our first venture into the international marketplace for oil and gas services with such an esteemed partner,” FTS CEO Marc Rowland said. “Summit has operated in the KSA (Kingdom of Saudi Arabia) and the Gulf region for two decades, partnering with other companies to expand their businesses in the region. Summit’s knowledge and experience in the region, partnered with FTSI’s technical expertise and experience in the oilfield services business, our vertical integration, quality manufacturing operations, and extensive supply chain network, will make this a very successful venture for both entities.”
FTS International is a leading provider of well stimulation services for the oil and natural gas industry.
Chesapeake Energy Corp. owns a 30 percent stake in the Fort Worth-based company, but the company could sell its holdings in FTS International as it works to overcome a looming cash crunch.
Canada’s oil sands are a growing source of oil. And controversy.
The oil sands hold an estimated 169 billion barrels of recoverable oil, but critics contend extraction is too costly because of greenhouse gas emissions, water pollution and other health threats.
Business Insider looked at operations in Alberta’s oil sands this week, although reporter Robert Johnson had to rent a plane to get a look at mining operations there.
The aerial tour resulted in some striking pictures of how oil close to the surface is extracted. Mining accounts for about 20 percent of operations in the oil sands.
Most operators, like Oklahoma City-based Devon Energy Corp., drill for oil deeper underground, using steam-assisted gravity drainage to bring it to the surface.
Ninety-seven percent of Canada’s oil reserves, which are the third largest in the world, are in the oil sands, according to the Canadian Association of Petroleum Producers. The oil sands are a mixture of sand, water, clay and bitumen, or oil that is too heavy or thick to be pumped to the surface.
Business Insider toured Cenovus Energy’s Christina Lake operation earlier this month.
Chesapeake Energy Corp. is slashing compensation for its board members by about 20 percent amid lingering questions about its corporate governance, the company announced Friday afternoon.
The Oklahoma City-based oil and natural gas company also is eliminating the program that allowed board members to use planes partially owned by Chesapeake for personal travel.
The action was taken after the board consulted with an independent compensation adviser, according to a news release. It reduces board compensation, which had been in excess of $500,000 per member, to a level at or below the average for Chesapeake’s peers.
Chesapeake’s eight outside directors will receive total compensation of $350,000 each year.
“Over the past year, the Board has been undertaking a review of, and implementing changes to, the company’s compensation programs,” said Merrill A. “Pete” Miller Jr., Chesapeake’s lead independent director. “We believe these latest changes to the directors’ compensation will address concerns raised by shareholders and better align Chesapeake with its peers.”
The board also reported the search for an independent chairman by its nominating and corporate governance committee is progressing.
The committee, which consists of board members Don Nickles and Louis A. Simpson, is considering potential candidates with no previous ties to Chesapeake.
Chesapeake co-founder Aubrey McClendon will relinquish his position as chairman on a replacement is identified, the board announced May 1. McClendon will remain as CEO.
The New York City Comptroller on Thursday called for Chesapeake Energy Corp. shareholders to vote against Oklahoma State University President Burns Hargis and former Union Pacific Corp. Chairman Richard K. Davidson
Hargis and Davidson are the only Chesapeake directors up for reelection at next month’s annual shareholders meeting.
Holding directors Davidson and Hargis accountable for their costly oversight failures as members of the audit committee is a critical first step,” the comptroller wrote in a statement. “But restoring independence to Chesapeake’s boardroom and creating sustainable value for its share owners will also require an infusion of qualified, genuinely independent replacements.”
Comptroller John C. Liu issued the statement on behalf of the New York City Pension Funds (NYC Funds), which owns 1.9 million shares of Chesapeake stock, representing less than 1 percent of the 662 million Chesapeake shares outstanding.
Chesapeake has faced intense scrutiny since April 18 when Reuters reported that Chesapeake CEO Aubrey McClendon used his personal stake in company wells as collateral for $1.1 billion in personal loans with some of the same lenders who have loaned money to Chesapeake. In the following weeks, McClendon has agreed to step down as chairman, and the company said a new, independent director will take on that role. McClendon and Chesapeake also agreed to end the Founder Well Participation Program 18 months early in June 2013.
The New York City Comptroller called the steps “overdue.”
While positive steps, they are inadequate and taken under duress, underscoring the need for the strong accountability mechanism that the proposed proxy access bylaw would provide,” the comptroller stated.
The shareholders meeting is scheduled for June 8, but a group of shareholders on Wednesday asked a judge in Oklahoma City federal court to delay the meeting, arguing that shareholders do not have enough time or information to make an informed vote.
A number of large hedge funds and other institutional investors sold their holdings in Chesapeake Energy Corp. in the first quarter, the Wall Street Journal reports.
The newspaper says “the sales by some of the largest movers and shakers on Wall Street is a sign that the company was losing some of its luster with key investors even before it was rocked by a governance scandal in April.”
Oppenheimer energy analyst Fadel Gheit said Chesapeake took the “brunt of investor anger” when natural gas prices reached a 10-year low due to a mild winter.
Selling Chesapeake stock in the first quarter spared investors from losses over the past month, as the company’s share price has dropped nearly 30 percent after Reuters reported about up to $1.1 billion in personal loans secured by CEO Aubrey McClendon using his stake in the company’s wells. Questions about the company’s finances have contributed to the stock’s decline as well.
The Wall Street Journal report indicates seven institutional investors sold off at least 57 percent of their Chesapeake holdings, led by Two Sigma Investments LLC at 98 percent.
S.A.C. Capital Advisors LP divested itself of 91 percent of its Chesapeake stock in the first quarter, but the hedge fund still had stock worth more than $500,000 as of March 31.
Chesapeake’s stock closed March 30 at $23.17 a share. It was trading at almost $10 a share less on Thursday.
The Journal report noted one investor boosted its stake in Chesapeake during the quarter. Citadel Advisors LLC increased its holdings in the company six-fold to more than 2.9 million shares.
None of the invest0rs commented for Wall Street Journal report.