Whew, that was close. We’ve had a concern that if Chevron ended up buying Anadarko Petroleum (for Anadarko’s Permian Basin oil assets), it might lead to Chevron pulling back from their drilling program in the Marcellus/Utica (see Permian Love Story: Chevron Buying Anadarko in $50B Megamerger). We don’t have to worry any more. Even though Anadarko signed a deal to sell itself to Chevron, Occidental Petroleum made a bid to buy the company too (see Occidental Petroleum Offers 14% More than Chevron to Buy Anadarko). There’s a breakup clause in the signed Chevron deal. Anadarko would have to pay Chevron $1 billion for leaving them at the altar.
Occidental (Oxy) sweetened their offer even more over the weekend, offering to pay more in cash, less in stock. The higher bid plus more cash convinced Anadarko’s board to jilt Chevron (see Anadarko Leaves Chevron at the Altar to Elope with Occidental).
There was only one possible pathway left for Chevron: They could increase their offer, according to the sign agreement. Instead, Chevron is walking away–with $1 billion in cold hard cash for their trouble.
But not all is butterflies and unicorns just yet. Some of the groom’s family members (i.e. Oxy shareholders) are not happy that they don’t get to vote on the deal, and that billionaire Warren Buffett may end up owning a sizable chunk of Oxy, meaning their shares would get diluted.
Chevron said Thursday it will not submit a new offer to acquire Anadarko Petroleum, walking away from the deal after Occidental Petroleum pulled ahead in a battle to take control of the driller with prized assets in the top U.S. shale oil field.
The decision means Chevron will collect a $1 billion breakup fee, a windfall that it could use to purchase another driller in the Permian Basin, the engine of the American oil drilling boom.
Shares of the San Ramon, California-based oil major jumped about 3% in premarket trading following the announcement.
Anadarko announced on Monday that its board had unanimously decided that Occidental’s revised $38 billion bid was superior to a $33 billion Chevron buyout. Anadarko said it intended to break its agreement with Chevron and strike a deal with Occidental if Chevron did not submit a better offer.
Occidental, with backing from Warren Buffett’s Berkshire Hathaway, offered to pay 78% cash and 22% stock for Anadarko, while the Chevron transaction was structured as a 75% stock and 25% cash deal.
“Winning in any environment doesn’t mean winning at any cost. Cost and capital discipline always matter, and we will not dilute our returns or erode value for our shareholders for the sake of doing a deal,” Chevron Chairman and CEO Michael Wirth said in a statement.
Chevron surprised the market on Thursday by announcing that it still intends to raise its share buyback program to $5 billion per year. Two weeks ago, Chevron executives told analysts the increase was contingent on the deal closing.
By taking control of Anadarko, Chevron stood to acquire the driller’s vast acreage in the Permian region stretching from western Texas to southeastern New Mexico. Chevron is a major player in the Permian and plans to double its production from the basin by 2023.
The deal also would have combined Chevron and Anadarko’s offshore operations in the Gulf of Mexico, a source of precious cash flow. Chevron also prized Anadarko’s liquefied natural gas export project in Mozambique, which would have expanded its footprint in the growing LNG market.
However, Chevron was outmaneuvered by its much smaller rival. After Occidental put in a higher bid, it secured a $10 billion investment from Berkshire Hathaway and arranged to sell Anadarko’s African operations to French oil giant Total for $8.8 billion.
Those arrangements allowed Occidental to increase the cash component of its offer, which in turn meant the company would not have to put the transaction to a shareholder vote. That cleared up uncertainty about Occidental’s ability to close the deal.
Occidental’s battle is not over yet though.
Some of the company’s stockholders are angry that they will not get to vote on the deal and are concerned that their investment will be diluted if Buffett exercises his option to buy up to 80 million shares of Occidental. Occidental CEO Vicki Hollub has also come under criticism for agreeing to pay a steep 8% annual dividend on Buffett’s preferred stock investment.
Despite technically losing, some analysts applauded Chevron for avoiding a bidding war.
“Chevron did exactly the right thing and walked away, and the client feedback has been raining in positive,” said Mizuho Securities analysts Paul Sankey. “The generalists particularly hated that the last decently performing sector in energy — mega-cap oil — was potentially losing its capital discipline.”*
*CNBC (May 9, 2019) – Chevron walks away from Anadarko Petroleum deal, will collect $1 billion breakup fee
Anadarko issued this statement yesterday after we published the post above:
Anadarko Petroleum Corporation (NYSE: APC) today announced that it has entered into a definitive merger agreement with Occidental Petroleum Corporation under which Occidental will acquire all of the outstanding shares of Anadarko for consideration consisting of $59.00 in cash and 0.2934 of a share of Occidental common stock per share of Anadarko common stock.
Anadarko also announced that prior to entering into the merger agreement with Occidental, the Company terminated its previously announced merger agreement with Chevron Corporation (NYSE: CVX). In accordance with the terms of that agreement, Anadarko has paid a termination fee of $1 billion to Chevron.
Al Walker, Chairman and Chief Executive Officer of Anadarko, commented, “We are pleased to have reached an agreement with Occidental that delivers significant, near-term value to our shareholders. Anadarko’s employees have strategically assembled a premier portfolio of world-class assets, and this transaction would not have been possible without our board’s leadership over the past several months. We are proud of the substantial premium we have delivered to our shareholders and look forward to working with Occidental to ensure a smooth transition.”
The transaction is expected to close in the second half of 2019, subject to approval by Anadarko shareholders, regulatory approvals and other customary closing conditions. Occidental has obtained committed financing for the entire cash portion of the aggregate transaction, and completion of the transaction will not require or be conditioned upon the receipt of any vote or other approval by Occidental’s stockholders.
Goldman Sachs & Co. LLC, Evercore, and Jefferies LLC are acting as financial advisors to Anadarko. Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Anadarko.*
*Anadarko Petroleum Corporation (May 9, 2019) – Anadarko Agrees To Be Acquired By Occidental
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