Did Occidental Overpay for Anadarko?

Now that Occidental Petroleum has beaten Chevron to the acquisition of Anadarko Petroleum – and the strategic assets it holds in the prolific Permian Basin – one would think that the deal is cut-and-dry. Not so. The fallout of the massive US$57 billion deal has begun, and it pits one legendary billionaire against another legendary billionaire.

The Occidental purchase of Anadarko had all the signs of a classic takeover battle, swooping in after Chevron and Anadarko’s boards had approved their own US$48 billion deal. It was made only possible by Oxy CEO Vicki Hollub making a quick private plane trip that resulted in a last-minute US$10 billion capital injection from Warren Buffet’s Berkshire Hathaway that was contingent on the Anadarko purchase working. It did. And with the US Federal Trade Commission approving the deal, Anadarko will become part of Occidental by the end of 2019.

But not everyone is happy about the situation. Some investors and shareholders of Occidental believe that it badly overpaid for Anadarko, and were rankled by the deal bypassing a shareholder vote on the matter. The chief critic of this is activist Carl Icahn, who owns a US$1.6 billion stake in Occidental, who slammed it as ‘misguided’ with the CEO and Board ‘betting the company to serve their own agendas’. Icahn has already filed a lawsuit demanding access to Occidental’s books and records, and has just take the fight to a new level.

Last week, Icahn filed regulatory paperwork to call for a special shareholder meeting where he hopes to oust four of Occidental directors and modify the company’s charter through stockholder consent from ever engineering a similar takeover. Icahn wants Spencer Abraham, Eugene Batchelder, Margaret Foran and Avedick Poladian out from the Board, holding them responsible for the ‘fiasco’. He has, of course, nominated his own preferred replacements, including one of his portfolio manager’s Nicholas Graziano, his general counsel Andrew Langham, former Jarden finance chief Alan LeFevre and former president of Shell John Hofmeister. While Icahn has publicly acknowledge that the Anadarko takeover will probably go ahead, his aim is for the new Board to oversee ‘future extraordinary transactions to ensure that they are not consummated without shareholder approval where approval.’

Will it work? Before the proxy fight can go ahead, Icahn must get at least 20% of shareholders to agree to a meeting. That’s a tall order, given that the current crop of directors and Boards were re-elected at the May annual meeting, although with lower support. But there is certainly some appetite, given that Occidental’s stock has dropped nearly 17% since the initial April hostile takeover, reflecting market mood that it had bitten off more than it could chew.

All of this is playing out against a backdrop of pessimism in the Permian. Although the shale revolution had brought American crude production to record highs and sent its crude exports to a new record of 3.3 mmb/d in June, there are now cracks showing. With limited infrastructure, low prices and over-exploitation, the Permian boom is slowing down. Once an investor’s darling, financing has now become far tougher for Permian players, as the high production fall off rate means that companies have to spend more and more money to just maintain production. It’s a situation that is particularly negative for the small, nimble players that powered the initial shale revolution who lack the deep pockets to optimise shale assets over a longer production period. All across the Permian, independent players have lost between 50-100% of their market value, making them ripe for acquisition by majors and supermajors. Deals like the Anadarko one make sense in this context, but with the financial risk increasing, these blockbuster deals may never lead to blockbuster returns. Carl Icahn may not be able win his battle for the Occidental board, but he is certainly making a serious – and very valid - point.

The Occidental-Anadarko deal:

• US$57 billion cash-and-stock
• Oxy will received a US$10 billion injection from Berkshire Hathaway
• Oxy will sell US$8.8 billion of assets in Africa to Total
• Chevron receives a US$1 billion break-up fee

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