Chesapeake discloses loans after Reuters report

HOUSTON Fri Apr 20, 2012 7:27pm EDT

Chief Executive Officer, Chairman, and Co-founder of Chesapeake Energy Corporation Aubrey McClendon walks through the French Quarter in New Orleans, Louisiana March 26, 2012. REUTERS/Sean Gardner

Chief Executive Officer, Chairman, and Co-founder of Chesapeake Energy Corporation Aubrey McClendon walks through the French Quarter in New Orleans, Louisiana March 26, 2012.

Credit: Reuters/Sean Gardner

HOUSTON (Reuters) - Chesapeake Energy Corp (CHK.N), in response to a Reuters report earlier this week, will disclose to shareholders the existence of loans its CEO Aubrey McClendon took out against his interest in thousands of wells granted to him as a corporate perk, according to a regulatory filing on Friday.

Reuters reported on Wednesday that McClendon has borrowed as much as $1.1 billion against his 2.5 percent interest in wells received as part of his compensation.

The loans, taken out over the past three years, were previously undisclosed to shareholders, analysts and academics said, raising concerns that McClendon's personal financial deals could compromise his fiduciary duty to Chesapeake.

The company did not detail the amounts and terms of the loans, nor specific lenders, according to a preliminary proxy filing with the U.S. Securities and Exchange Commission.

Wall Street analysts who follow the company characterized the disclosure as a step in the right direction, but said more was needed.

"The increased disclosure in the proxy is a start, but it's still disappointing that Chesapeake remains tone deaf to analyst and investors and only seems to take action once they're called on the carpet ... through a journalistic expose such as the one that came to light this week," Mark Hanson, analyst at Morningstar said in an email sent to Reuters.

Joseph Allman, analyst at JP Morgan, said the company's shareholders would benefit most if the company eliminated the Founders Well Participation Program (FWPP) that grants McClendon personal interest in all wells the company drills.

The Reuters report drew swift reaction from investors, who pushed the stock down 5 percent the day it was published. The stock has since recovered and closed down 3.1 percent at $17.44 on Friday on the New York Stock Exchange.

Meanwhile, pressure on the company has intensified. Phil Weiss, an oil analyst at Argus Research who has had a "sell" rating on Chesapeake, said in a note to clients on Friday that it was in the best interest for McClendon, the board of directors, or both to step down.

"When we consider the full financial picture at Chesapeake, including its high debt levels, its use of financial engineering, the relatively low quality of its financial data, the questionable nature of some of the CEO's transactions with the company ... we believe the best thing for investors would be to replace the board and/or the CEO," Weiss wrote in his note to clients.

On Wednesday, shareholder David Dreman, chairman of Dreman Value Management LLP, said the company's management "has to be cleaned up."

LEGAL CHALLENGES

McClendon and several Chesapeake directors are the target of a lawsuit by a shareholder over potential conflicts of interest over his loans.

McClendon's biggest personal lender, EIG Global Energy Partners, has also been a big financier to Chesapeake, and the lawsuit says that some analysts believe EIG's investors have been given favorable terms from the company on financing deals.

In the proxy filing on Friday, Chesapeake disclosed more information regarding the loans.

"Additionally, over the life of the FWPP, Mr. McClendon has typically mortgaged his interests acquired under the FWPP with one or more lenders, some of which also have lending, investment or advisory relationships with the company," the filing said, without mentioning EIG or other firms by name.

Court documents showed that the lawsuit, filed in the U.S. District Court of Western District of Oklahoma, was brought by Deborah Mallow IRA SEP Investment Plan.

"This action is brought to address material disclosure violations permitted by the board of directors and to ensure that any damages suffered by Chesapeake by reason of these violations are borne by the individual defendants, and not by Chesapeake and its innocent shareholders," the lawsuit says.

A spokesman for Chesapeake declined to comment, citing the pending litigation.

Noting that the company's market value fell by more than $500 million on the day Reuters published its report, the lawsuit says it is possible that the defendants have exposed the company to class-action securities fraud liability.

The plaintiff is seeking to require that the CEO and other board members disclose all material facts relating to the McClendon loans, arrange independent oversight for the borrowings to identify any threats to the company, and to rescind the plan under which McClendon was able to invest in the wells.

The case is In re: Deborah G Mallow IRA SEP Investment Plan vs Aubrey McClendon, et al., U.S. District Court, Western District of Oklahoma. No: 5:12-00436

(Additional reporting by Tanya Agrawal and Swetha Gopinath in Bangalore and Ernest Schneyder in New York; Editing by Patricia Kranz, Matthew Lewis and Bernard Orr)