The founder of TPG-Axon Capital said Sunday he was not surprised by a Delaware court’s ruling that barred SandRidge Energy Inc.’s board from soliciting votes in an ongoing proxy fight.
“This is just the latest in a pattern of this board of putting their own interests ahead of shareholders – this board simply has no shame,” TPG-Axon CEO Dinakar Singh said. “This is the second time during our solicitation that this board has chosen to waste the company’s resources in a useless court battle in a desperate attempt to entrench themselves.
However, this is hardly surprising, given their record of presiding over a truly singular degree of value destruction and mistreatment of shareholders.”
The New York-based hedge fund is asking SandRidge shareholders to oust the current board in favor of its own nominees. It blames CEO Tom Ward and other SandRidge leaders for the poor performance of the company’s stock, which has lost 80 percent of its value since its initial public offering in 2007.
The SandRidge board has refused to approve the TPG-Axon nominees to prevent a change in control at the company from potentially costing billions of dollars.
A Delaware chancery judge on Friday blocked the company from fighting TPG-Axon’s takeover bid until it acknowledges the hedge fund’s board nominees are qualified to lead a public company.
SandRidge has said its current board is best suited to run the company, urging shareholders to reject TPG-Axon’s efforts. It has not commented on Friday’s court ruling.
The board, led by Ward, has said a change in control like the one sought by TPG-Axon would trigger a default in its credit agreement, forcing SandRidge to offer to buy back all of its outstanding senior notes. It initially put the price tag for such a development at about $4.3 billion, but later backed off that figure.
SandRidge shareholders have until Friday to decide if they want to stick with the current board or let Singh and TPG-Axon’s other nominees take over.
Southeastern Asset Management and billionaire investor Carl Icahn led the effort last year to unseat a majority of the Chesapeake board and force changes that have led to CEO Aubrey McClendon agreeing to leave the company at the end of the month.
Shortly after winning its battle with Chesapeake, Southeastern moved its focus to Dell, which has fallen behind other computer makers.
Southeastern — which owns 8.4 percent of Dell — has challenged an effort by founder Michael Dell to buy up the company at a price the shareholder says is too low.
The Dell board has endorsed the takeover plan in a move Southeastern has said places “the interests of management above those of public shareholders.
“The board of directors appears to have dismissed better alternatives for public owners and selected a transaction, which has been public derided by shareholders as opportunistic and grossly undervalued, that favors management,” Southeastern wrote in a letter filed with the U.S. Securities and Exchange Commission.
Southeastern also has asked the directors to borrow money to pay shareholders a large one-time dividend.
As with its fight against Chesapeake’s directors, Southeastern has found itself with a powerful ally.
CNBC reported Wednesday that Icahn has bought up about 6 percent of Dell over the past few weeks.
Outgoing Chesapeake Energy Corp. CEO Aubrey McClendon is no longer a billionaire, according to the latest Forbes list of the wealthiest people on the planet.
The magazine points out that McClendon was forced to sell nearly all his Chesapeake shares in a 2008 margin call.
Chesapeake announced last month that McClendon will leave the company he founded on April 1 with a severance package worth about $47 million.
McClendon is falling off the list as it has been revealed that he’s leveraged against his personally held oil and gas interests in the same way he did with Chesapeake leading up to 2008. Put another way, the guy has mounds of debt,” Forbes reported.
Five Oklahoma families remain on the list this year, led by Continental Resources Inc. CEO Harold Hamm, who ranked No. 90 overall with a net worth of $11.3 billion.
Hamm was followed by Tulsa oilman and Bank of Oklahoma Chairman George Kaiser at $10 billion and ranked No. 109 overall.
Hobby Lobby founder David Green is listed at No. 276 with an estimated net worth of $4.5 billion.
Oklahoma retailers Tom and Judy Love tied with Lynn Schusterman — widow of Samson Resources’ Charles Schusterman — to round out the state’s presence on the list at No. 384 with a net worth of $3.5 billion.
Chesapeake Energy Corp. prides itself on having a leading acreage position in most of the United States’ most productive oil and natural gas plays.
But the Oklahoma City-based company is apparently throwing in the towel in the oil-rich Bakken Shale in North Dakota and Montana.
Upstream, an international oil and gas newspaper, reports Chesapeake is selling its entire 427,000-acre position in the Bakken, acknowledging it used flawed geological concepts when it amassed its position there in 2010 and 2011. The article is available only to subscribers, but free two-week trials are available.
Chesapeake, which does not list its Bakken holdings on its website, did not respond to a request for comment from The Oklahoman on Friday.
Chesapeake’s acreage is concentrated in two counties along what is believed to be the southern edge of the Bakken and Three Forks plays, according to Upstream, but the company’s drilling in that area was not fruitful.
Chesapeake’s inability to find oil there has been called the biggest drilling failure in North Dakota since the 1980s, KXNews reported in January.
Chesapeake now acknowledges it does not have the time or money to continue drilling in its Bakken acreage, Upstream reported, citing its review of sales documents.
Chesapeake has been selling assets since last year to overcome a cash crunch. The company, raised more than $11 billion last year, this week announced a joint venture with China’s Sinopec that will bring in another $1 billion for a stake in acreage in northern Oklahoma’s Mississippi Lime play.
SandRidge Energy Inc. CEO Tom Ward on Friday discussed the possibility of a joint venture in the Mississippi Lime in 2014 or 2015.
During a conference call with analysts, Ward said the Oklahoma City energy company is fully funded through 2014, but that the executives already are working to secure financing to support its drilling budget for 2015 and beyond.
The booming Mississippi Lime oil and natural gas field covers much of northern Oklahoma and western Kansas.
Without naming names, Ward said he expected SandRidge to claim a higher price for its joint venture than other parties in the play.
Ward’s former company, Chesapeake Energy Corp., was widely criticized on Wall Street this week when it announced a $1.02 billion Mississippi Lime joint venture that translates into $2,400 an acre, far less than the $7,000 to $8,000 an acre Chesapeake previously said it expected to receive.
Ward did not address Chesapeake specifically, but he said SandRidge is positioned to command one of the highest rates in the Mississippi Lime.
Ward pointed out that SandRidge has spent more than $450 million on pipeline, electrical and saltwater disposal infrastructure in the area over the past two years.
It requires you to have infrastructure, so if other parties don’t have the infrastructure that we have, obviously, that’s worth something,” he said.
Drilling costs also are a factor, Ward said.
We average about $1.1 million per well less than the average of our peers,” Ward said. “We will save over $300 million this year net to SandRidge just from the average of our peers in drilling wells.”
Ultimately, land — and even the oil and natural gas beneath it — is only one small part of the price operators can command for their producing acreage, Ward said.
When you’re selling acreage, you’re really not selling acreage, you’re selling an enterprise,” he said. “You’re selling the ability for a joint venture partner to come and work with us for decades.”
Chesapeake Energy Corp. on Friday revealed the U.S. Securities and Exchange Commission has upgraded its informal inquiry of the company into a formal investigation.
Chesapeake caught the eye of the SEC’s Fort Worth office last year after Reuters reported CEO Aubrey McClendon took more than $1 billion in shrouded personal loans to fund his stake in the company’s wells. It confirmed the SEC’s informal inquiry in May.
The company’s board, revamped last year amid shareholder unrest, announced last week its review of McClendon’s finances revealed no sign of intentional misconduct.
On Friday, Chesapeake filed its annual report, showing received notice Dec. 21 the SEC would continue its inquiry as an investigation.
“The company, including Mr. McClendon, is providing information to the SEC in connection with this matter. The company is also responding to related inquiries from other governmental and regulatory agencies and self- regulatory organizations,” according to Friday’s filing.
Chesapeake’s board still faces more than a dozen breach of fiduciary duty lawsuits filed by shareholders after news of McClendon’s loan deals emerged last year.
McClendon is leaving the company by April 1, but the board said its review had nothing to do with his departure.
The company also is being investigated by the U.S. Department of Justice for possible antitrust violations in Michigan, where Chesapeake and rival Encana Corp. have admitted to sharing information before lease auctions in 2010. Both companies have denied any wrongdoing.
Chesapeake Energy Corp. announced Monday that it is selling half of its acreage in northern Oklahoma’s oil-rich Mississippi Lime play to China’s Sinopec International Petroleum Exploration and Production Corp. for more than $1 billion.
Chesapeake will sell Sinopec half of its 850,000 acres in the play for $1.02 billion, the company announced Monday.
The two companies will split future exploration and development costs for that acreage, with Chesapeake serving as operator.
“We are excited to announce the execution of our Mississippi Lime joint venture with Sinopec, which moves us further along in achieving our asset sales goals and secures an excellent partner to share the capital costs required to actively develop this very large, liquids-rich resource play,” said Steven C. Dixon, Chesapeake’s chief operating officer.
Chesapeake has been selling assets since last year to close a funding gap between its income and operating costs.
The company, which is facing life without iconic founder Aubrey McClendon, sold more than $11 billion worth of assets to avert a cash crunch last year, with plans to raise as much as $7 billion that way in 2013.
McClendon, the only chief executive Chesapeake has ever had, was not part of the company’s fourth quarter earnings call on Thursday.
The conference call with analysts was led by Steve Dixon and Nick Dell’Osso, the two executives Chesapeake chairman Archie Dunham said last month would lead the company through its transition as McClendon departs the company.
Chesapeake announced Jan. 29 that McClendon had agreed to leave the company.
McClendon has not spoken publicly about his impending departure from the company he founded in 1989 with former partner Tom Ward.
Jeff Mobley, Chesapeake’s senior vice president of investor relations and research, addressed McClendon’s looming separation from the company at the outset of Thursday’s earnings call.
“As you know, Aubrey McClendon, the company’s co-founder and CEO, will retire from the company on April 1, 2013. And after leading the company during our first 80 conference calls, he is now steeping aside for Steve and Nick to lead this call. In addition, a search is currently underway for a new CEO, and the board plans to complete this search by that time.
Aubrey has had a remarkable career founding and leading Chesapeake and has created one of the most valuable and innovative companies in the global energy industry. Two of Aubrey’s most important accomplishments are the tremendous asset base that has been amassed by the company and the talented and dedicated organization he built to develop these assets.
The culture and capabilities of the company Aubrey created and the standards of excellence he championed had been distinctive and inspiring, resulting in a company with extraordinary potential. But his legacy will ultimately be the realization of that potential through the success and value that we all helped deliver after his tenure as CEO concludes. With those thoughts in mind and in behalf of nearly 12,000 employees at Chesapeake, we want to sincerely thank Aubrey for his visionary leadership and for his 24 years of tireless service to the company, to shareholders, to employees, and to the industry.”
Chesapeake expects to have a new CEO in place before April 1, McClendon’s last day at the company.
I wrote in Friday’s paper about how new and expanded pipeline projects over the next two years are expected to move more oil to the Gulf Coast and alleviate the backlog at Cushing.
An article in the Calgary Herald on Friday explains how another pipeline conversion project could further help move oil more freely throughout the country.
Calgary-based Enbridge Inc. and Houston-based Energy Transfer Partners plan to spend up to $3.4 billion over the next two years to convert an existing natural gas pipeline to transport crude oil from Patoka, Ill., to the St. James hub in Louisiana.
When completed, the line is expected to transport 420,000 to 660,000 barrels of oil per day.
Oklahoma City-based Continental Resources Inc. and other producers in the Bakken Shale in North Dakota and Montana could be among the biggest beneficiaries from the proposed line.
Continental transports most of its Bakken crude by train to refineries on the east and west coasts.
The board at SandRidge Energy Inc. on Friday issued a statement in support of CEO Tom Ward, who has been accused of “front-running” by one of the company’s largest shareholders.
Hedge fund TPG-Axon Capital, which has asked shareholders to replace Ward and the board, contends entities affiliated with Ward have been “flipping” leases to SandRidge. TPG-Axon detailed its concerns Wednesday in a presentation posted on its website, shareholdersforSandRidge.com.
“The board has reviewed issues related to these allegations several times over the Company’s history and has found no wrongdoing to have taken place,” the board said Friday.
WCT Resources LLC, the company at the center of TPG-Axon’s allegations, is independent of SandRidge, with no non-public access to information about its land and mineral acquisition programs, even though one of its managers is Ward’s son, according to the board. Ward is not involved in the company, which was created by trusts established to benefit his adult children.
“Thus, contrary to TPG-Axon’s assertions, neither the company nor Mr. Ward has the power to “allow” WCT Resources to engage in any business regardless of whether it competes with the company,” the board said. ”As an ongoing business not controlled by the company or Mr. Ward, WCT Resources is free to engage in whatever commerce it deems suitable wherever it chooses.”
The SandRidge board also dismissed TPG-Axon’s concerns about WCT leasing acreage adjacent to the company’s holdings in the Mississippian oil play.
“Given the company’s vast acreage holdings in the Mississippian play, which include interests in over 7,500 sections covering nearly five million acres in 30 counties throughout an area that encompasses approximately 17 million acres, this is an entirely unremarkable fact,” according to the board. ”Virtually all companies active in the play are likely to have some interests that could be characterized as adjacent to the company’s holdings.”
The board said leases secured by TLW Land and Cattle LP were acquired with the purchase of ranch land or other surface acreage, mostly before SandRidge became active in the Mississippian in northern Oklahoma and southern Kansas.
“Mr. Ward disclosed these longtime business interests to the board early in the company’s history and has discussed them with the board several times over the past several years, and the board has found no evidence of impropriety or ‘front running,’” the board said.
TPG-Axon and another large institutional shareholder, Mount Kellett Capital Management, had asked the board to investigate the allegations against Ward. Mount Kellett suggested hiring an independent law firm and forensic accounting firm. It also wants Ward to be suspended until the inquiry is completed.
“While the board’s perspective on these and other issues may diverge from TPG-Axon’s, the company’s directors continue to value the input of its stockholders,” according to the board’s statement. ”As part of its continuing oversight duties, the independent members of the board will consider the requests of TPG-Axon and Mount Kellett for the appointment of independent counsel and other investigative measures concerning the activities surrounding their allegations. “