Chesapeake Directors Voted Out

Two directors offer to resign after shareholders reject their re-election.

Chesapeake Energy Corp. shareholders rejected two directors involved in a probe of Chief Executive Officer Aubrey McClendon’s personal finances after slumping energy prices and overspending wiped out $2.6 billion in market value this year.

V. Burns Hargis and Richard K. Davidson, members of the company’s audit committee, offered to resign after receiving support of 26 percent and 27 percent of votes cast, respectively, at the annual meeting at Chesapeake’s Oklahoma City headquarters today. The board doesn’t have to accept the resignations and will review them “in due course,” according to a statement.

McClendon has been under increasing scrutiny from investors and analysts for obtaining personal loans from some of the company’s biggest financiers and for a wrong-way bet on natural-gas prices that worsened a cashflow shortfall. Chesapeake’s two largest shareholders plan to take control of the board this month as McClendon approaches the end of a 23-year reign as chairman of the company he co-founded.

“Something is out of whack here at Chesapeake,” Gerald Armstrong, a Denver-based shareholder, said during an address to the annual meeting. “The absence of good governance practices has become more apparent. Accountability is what it’s all about.”

McClendon “might not be here next year,” Armstrong said during a three-minute address in an auditorium on Chesapeake’s corporate campus.

Michael Garland, governance expert for the New York City Comptroller’s Office that controls pension funds invested in Chesapeake, said the Hargis and Davidson votes were a “referendum” on the entire board, which he accused of “costly oversight failures.”

The result “represents a total and complete collapse of investor confidence,” Garland said during an interview outside the meeting.

Craig Rhines, investment officer for the California Public Employees’ Retirement System in Sacramento, said he was surprised by the depth of dissatisfaction with Hargis, president of Oklahoma State University, and Davidson, former chairman of Union Pacific Corp.

“The vote is extraordinary,” Rhines said in an interview outside today’s meeting.

Half of the board’s eight non-executive directors are scheduled to be replaced by June 22 under an agreement announced this week with Southeastern Asset Management and Carl Icahn, which together control more than 20 percent of Chesapeake’s common stock. Icahn will appoint one of the new directors and Memphis-based Southeastern the other three. The chairman also will be announced in that time.


Keeping Hargis

In a filing today, Southeastern said it would support Chesapeake refusing Hargis’s resignation to allow him to stay on until the review of McClendon’s finances are completed. Southeastern said it voted against both Hargis and Davidson, and said it hopes the review can be completed within “weeks, not months.”

Chesapeake’s audit committee hired outside counsel Locke Lord LLP earlier this year to assist in its review of loans McClendon obtained by using personal stakes in company wells as collateral. The executive perk that allows McClendon to buy stakes of up to 2.5 percent in almost every well the company drills will be discontinued in 2014.

Shareholders including Garland criticized the board for failing to rein in what they’ve seen as McClendon’s risk-taking and overspending at the company. Vincent Intrieri, a director at Icahn Capital, urged the board to remain open to “all strategic alternatives,” including a sale of the entire company.

“Aubrey, you are a great oil and gas man,” Intrieri said during the meeting today. He added that even great people need oversight.

Under McClendon’s leadership, Chesapeake outspent cashflow in 19 of the past 21 years as it amassed drilling leases from Appalachia to the Rocky Mountains and made some of the biggest onshore discoveries of the past 20 years, including the Haynesville Shale formation in Louisiana and the Utica Shale in Ohio.

Facing a cashflow crunch that Alembic Global Advisors estimates may exceed $22 billion by the end of next year, Chesapeake sought a $4 billion bailout from Goldman Sachs Group Inc. and Jefferies Group Inc. last month in the form of a short-term loan.


Asset Sales

Today, the company announced plans to sell its pipeline assets for about $4 billion to Global Infrastructure Partners in three cash transactions. Chesapeake will sell its interests in Chesapeake Midstream Partners LP to Global Infrastructure for $2 billion, the company said in a statement. Chesapeake also will raise more than $2 billion by divesting its pipeline development unit and some central U.S. conduits to Chesapeake Midstream.

The pipeline transactions bring Chesapeake’s asset sales total so far this year to $6.6 billion, almost halfway to the upper range of McClendon’s 2012 fundraising goal of $14 billion. He reiterated plans today to reduce long-term debt to $9.5 billion by the end of December.

The largest asset Chesapeake plans to sell this year, a series of oilfields in the Permian Basin in west Texas and New Mexico, has been examined in a so-called data room at Chesapeake’s Oklahoma City headquarters by about 20 energy companies, McClendon said today. Ten more are expected to view the data in coming weeks, he said.

McClendon, 52, said in a March interview that he expects the Permian Basin assets to fetch at least $5 billion and that they may be sold in a few pieces rather than as a whole.

Chesapeake was the best-performing energy stock in the Standard & Poor’s 500 Index today, rising 2.5 percent to $18.30 at 2:24 p.m. in New York. The shares have fallen 18 percent this year as the impact of tumbling gas prices was compounded by investor distrust stemming from McClendon’s personal financial transactions.


Bloomberg News


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