(Bloomberg Opinion) -- That Carl Icahn: Give him an inch and he’ll take four board seats. Try to, anyway.
Late on Wednesday, the veteran corporate gadfly filed a preliminary proxy statement on Occidental Petroleum Corp. He wants to gather together a fifth of the company’s stockholders of record to force the board to fix a date to determine who can participate in a consent solicitation, akin to a virtual shareholder meeting. Get that done, and Icahn wants to nominate four new directors and ease what he regards as onerous by-laws that make it hard for shareholders to shake things up at Oxy.
Icahn’s beef with Oxy is that it overpaid for Anadarko Petroleum Corp. and took expensive financing from Warren Buffett in order to avoid letting its own shareholders have a say. He has a point. Oxy raised its bid (against itself) when Brent crude was still above $70 a barrel, and taking Berkshire Hathaway Inc.’s $10 billion was aimed squarely at avoiding a vote by Oxy’s own investors. In that context, even the opener to Oxy’s boilerplate response to Icahn’s filing rings a little hollow:
We maintain an open dialogue with all our shareholders and welcome constructive input toward our shared goal of maximizing long-term value.
Icahn’s real opening, however, is what the Anadarko saga has done to Oxy’s stock, the worst-performing large-cap U.S. oil and gas producer this year. Relative to the Energy Select Sector SPDR Fund, Oxy is down about 19% since April 11, just before Chevron Corp.’s rival offer for Anadarko became public. That translates to more than $9 billion of value lost because of a deal touting billions in annual synergies:
Worse, Chevron’s discipline, in keeping with the investor zeitgeist, has been rewarded: Its value has risen by more than $10 billion in relative terms.
Whether or not Icahn can pull off his tricky maneuver against the board, his presence and special brand of rhetoric will keep the spotlight on all this. Oxy is rumored to be marketing some of Anadarko’s stake in its pipelines business, Western Midstream Partners LP, which would let it realize some cash and deconsolidate the subsidiary’s debt. Given the relative complexity of the deal – reportedly selling part of a stake in a listed entity – and Oxy’s clear motivation to reduce its pro-forma leverage, the company will have its work cut out to realize full value. Not doing so, however, would add to the sense that winning Anadarko has exacted a heavy cost in capital terms. And one motivated shareholder, in particular, will be watching very closely.
To contact the editor responsible for this story: Mark Gongloff at mgongloff1@bloomberg.net
This column does not necessarily reflect the opinion of the editorial board or Bloomberg LP and its owners.
Liam Denning is a Bloomberg Opinion columnist covering energy, mining and commodities. He previously was editor of the Wall Street Journal's Heard on the Street column and wrote for the Financial Times' Lex column. He was also an investment banker.
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