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Victory for Carl Icahn and Mason Hawkins: Chesapeake Shakes up Board, Replaces 4 Members

June 05, 2012 | About:
Dheeraj Grover

Dheeraj Grover

18 followers
Chesapeake Energy (CHK), the U.S. energy explorer battered by collapsing natural-gas prices and growing investor mistrust, will replace almost half its board under pressure from billionaire investor Carl Icahn. Four of the company’s eight non-executive directors will be replaced with nominees of the largest shareholders, Southeastern Asset Management Inc. and Icahn, Chesapeake said in a statement today. Icahn triggered the overhaul by acquiring a 7.6 percent stake last month to rein in what he saw as chairman and CEO Aubrey Mclendon's risk-taking and overspending that led to a $22 billion cash crunch and has eroded the share price by 26 percent this year.

McClendon has been under a cloud since a series of media reports in March and April about personal loans he obtained using minority stakes in company-owned wells that he’d been allowed to gather for his private portfolio. The company announced May 1 that he will step down as chairman when a replacement is chosen.

Cutting Spending

Southeastern’s 13.6 percent stake in Chesapeake makes it the largest holder, followed by Icahn. Southeastern will propose three of the new directors and Icahn will name the fourth, the company said today. Memphis-based Southeastern on May 7 chastised the management team for failing to focus on operations and spending too much time meeting with Wall Street analysts.

Icahn now plans to urge “cost savings initiatives” and a more conservative approach to spending, according to a filing with the Securities & Exchange Commission today. His efforts may include pushing for a sale of pipelines and gas-processing plants, as well as scaling back drilling budgets.

Icahn also said in the filing that he is not averse to an outright sale of the company should someone offer “a meaningful premium,” according to the filing.

The new directors and chairman will be announced no later than June 22, the company said today. McClendon will remain a director and CEO after a new chairman is named.

Simpson Stays

The company didn’t name the four directors that will resign. A fifth independent director, Charles Maxwell, is scheduled to retire after reaching the board’s mandatory retirement age of 80. Louis Simpson, a former Warren Buffett protege who joined the board a year ago, will remain a director, the company said.“We greatly appreciate the substantial contributions of all our directors but recognize our shareholders’ desire for change,” Merrill “Pete” Miller, the lead independent director, said in the statement. “Following implementation of these initiatives, the Chesapeake board will have been substantially reconstituted with five new independent directors, including a new independent chairman, in addition to Lou Simpson.”

Simpson was appointed to the board last year after he was suggested by Southeastern, McClendon said in a statement at the time.

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About the author:

Dheeraj Grover
I am an individual investor with deep interest in the field of value investing. My ideas and thinking is inspired by highly respected value investors like Ben Graham, Warren Buffett, Walter Schloss, Bill Ruane and Tweedy Browne

Rating: 3.3/5 (3 votes)

Comments

kirrct
Kirrct - 2 years ago
Southeast mgt meet black swan: olympus. Now meet her twin sister: chk. Mason talks about tracking companies for 30 years, walking through any door he wants, etc etc. he sold me lock, mutual fund shares, and barrell at a 30% premium to today's value. Pethaps he should revisit the corporate goverance section of his checklist.

Disclaimer: i wish my southeast position was still sitting in cash.

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