frenchee
17年前
National Fuel Announces Management Changes, Election of Directors and Other Actions Taken by its Board
David F. Smith Elected Chief Executive Officer Philip C. Ackerman to Continue to Serve as Chairman of the Board
of Directors
WILLIAMSVILLE, N.Y.--(BUSINESS WIRE)--February 21, 2008-- Today, at a meeting of the Board of Directors of National Fuel Gas Company ("National Fuel" or the "Company") (NYSE: NFG), David F. Smith was elected Chief Executive Officer.
"This transition in leadership is the fulfillment of many years of preparation. Dave's long career at National Fuel includes experience in all of our business segments, with a focus, since 2006, on the overall operations of the Company. Having Dave now serve in this capacity is both an anticipated and well-earned milestone in his career," said Philip C. Ackerman, Chairman. "Our leadership group includes experts in all areas of our industry. With Dave as Chief Executive Officer, Ron Tanski as Principal Financial Officer and President of our Utility and the other highly qualified members of our team, the future of our Company could not be in better hands."
Smith, who is 54, joined National Fuel in 1978, will continue to serve as President of the Company and has served as President and Chief Operating Officer since 2006. In 2007, he was elected to the Company's Board of Directors. Smith has also served as President of National Fuel Gas Supply Corporation, Empire State Pipeline, National Fuel Resources, Inc. and National Fuel Gas Distribution Corporation. Smith is a 1974 graduate of the State University of New York at Fredonia with a Bachelor of Arts degree in Political Science. He also received a Law degree in 1978 from the State University of New York at Buffalo School of Law. Smith serves on the following Boards: The Business Council of New York State (Nominating and Governance Board Committee), Buffalo Niagara Enterprise (Chairman), Buffalo Niagara Partnership (Executive Committee), the Interstate Natural Gas Association of America (INGAA), the INGAA Foundation and the American Gas Foundation. He is also a member of the Leadership Council of the American Gas Association and the Dean's Advisory Council of the University at Buffalo Law School. Smith and his wife, Lucy, have two children and live in Clarence, New York.
Philip C. Ackerman, who is 64, announced his intention to retire effective June 1, 2008, and will continue to serve as Chairman of the Board of Directors. Ackerman joined the Company in 1968 and has been Chief Executive Officer since 2001. Ackerman has served on the Board of Directors since 1994 and, in 2002, was named Chairman. He has also served as President of the Company, Chief Financial Officer, and President of Seneca Resources, National Fuel Gas Distribution Corporation and Horizon Energy Development, Inc.
"Phil has been a mentor and a friend to me for more than 30 years and we are all grateful for the many ways he's influenced and driven the growth of our Company. Today's National Fuel scarcely resembles the Company Ron Tanski and I joined many years ago, thanks to the tremendous leadership offered by Phil and, before him, Lou Reif and Bernie Kennedy," said David F. Smith. "While Phil will no longer be here for the day-to-day decision-making at the Company, we will be able to call upon him and his expertise at any time as we chart the path for continued growth and success for our Company," Smith said.
Ackerman has contributed to the Company's growth in a variety of roles. He developed and then served as President of the Company's Exploration and Production subsidiary, which contributed more than 42 percent to National Fuel's earnings during the last three fiscal years. Since 1968, National Fuel has grown from being principally a regional utility company with $300 million in assets to a fully integrated energy company with $4.0 billion in assets and operations stretching from Coast to Coast, increasing its presence in all phases of the energy business.
The Company also announces the re-election, at today's Annual Meeting of Shareholders, of Robert T. Brady, Rolland E. Kidder and John F. Riordan to its Company's Board of Directors, and the election at the Annual Meeting of Shareholders of Frederic V. Salerno to the Board of Directors. These directors have been elected to serve for a term that is to expire in 2011. Brady has served on the Board since 1995 and is the Chairman of Moog, Inc. Kidder has served on the Board since 2002 and was the director of the Robert H. Jackson Center, Inc. in Jamestown, New York and was the founder of Kidder Exploration, Inc., an independent Appalachian oil and gas company. Riordan was the President and CEO of the Gas Technology Institute from April 2000 to December 2005 and was, for 10 years, the President and CEO of MidCon Corporation, a company engaged in interstate and intrastate natural gas transportation as well as wholesale marketing of natural gas. Salerno is a Senior Advisor to New Mountain Capital, L.L.C. and, in 2002, retired as Vice Chairman and CFO of Verizon, Inc. after more than 37 years in the telecommunications industry.
The Board of Directors today approved payment of a regular quarterly dividend of 31 cents per share on the Company's common stock. The dividend is payable on April 15, 2008, to shareholders of record on March 31, 2008. The Company has approximately 83.5 million shares of common stock outstanding. It has no preferred stock outstanding.
In addition, at today's Board meeting, the National Fuel Board of Directors approved amendments to the Company's shareholder rights plan. The plan is intended to ensure that shareholders receive fair treatment in the event of a proposed acquisition of the Company and encourage potential acquirers to negotiate with the Company. The principal amendments extend the term of the plan to July 31, 2018, and increase the exercise price of the rights under the plan from $65 to $150.
frenchee
17年前
National Fuel Gas Company and New Mountain Vantage Settle Proxy
Contest
WILLIAMSVILLE, N.Y & NEW YORK--(BUSINESS WIRE)--January 24, 2008 National Fuel Gas Company (NYSE: NFG) ("National Fuel" or the "Company") and New Mountain Vantage GP, L.L.C. and its affiliates, including the California Public Employees' Retirement System, ("Vantage") jointly announced today that they have reached a settlement in the proxy contest pertaining to the election of directors to the National Fuel Gas Company Board of Directors (the "Board") at the Company's 2008 Annual Meeting of Stockholders. The Company and Vantage have determined that the Company's shareholders, employees, retirees and customers would be best served by resolving this matter and working together in a cooperative and productive manner.
As part of the settlement, the Company has agreed to increase the size of its Board from 10 to 11 directors and to nominate, as a new director, Vantage's candidate Frederic V. Salerno. In accordance with Vantage's policies and at their request, Mr. Salerno will receive no compensation for his Board service for as long as Vantage continues to own Common Stock of the Company. Mr. Salerno will be added to the Company's original slate of the following continuing directors: Robert T. Brady, Rolland E. Kidder and John F. Riordan.
All four candidates will be nominated to serve for a term to expire in 2011. Upon election to National Fuel's Board, Mr. Salerno will join the Compensation and the Nominating/Corporate Governance Committees.
"We are pleased to announce this settlement and look forward to welcoming Fred Salerno to our Board. We are confident that, in finding common ground where we can jointly focus our attention on continuing to grow shareholder value, National Fuel is very well positioned to maintain its long record of providing superior returns to all of our investors," said Philip C. Ackerman, Chairman and Chief Executive Officer, National Fuel.
"We have always sought to achieve a productive relationship with National Fuel's management and Board for the benefit of all shareholders," said David DiDomenico, Managing Director of Vantage. "We believe that together we can successfully advance the Company's interests by focusing on developing the Appalachian acreage, including the Marcellus Shale, by carefully evaluating ongoing and future activities in the Gulf of Mexico, by considering Vantage's other suggestions, and by taking important steps to improve corporate governance."
The Company will file a supplement to its Proxy Statement and a new voting card to reflect these nominees, which will be mailed to its shareholders. Likewise, Vantage will immediately cease efforts related to its own proxy solicitation, and withdraw its Proxy Statement and its own nominations.
Certain of the provisions in the Settlement Agreement relate to corporate governance matters. For example, in order to have separate individuals serve as Chairman of the Board of Directors and as Chief Executive Officer, the parties agree that, following the February 2008 Annual Meeting, Philip C. Ackerman will continue to serve as Chairman of the Board and David F. Smith will be named Chief Executive Officer of the Company. In addition, future equity awards will vest or become exercisable only upon the attainment of certain performance goals to be established by the Compensation Committee.
Other elements of the Settlement Agreement include:
-- The Company and Vantage have agreed to a standstill whereby,
until September 2009, Vantage will not, among other things:
acquire Voting Securities that would increase its beneficial
ownership to more than 9.6 percent of the Company's Voting
Securities; engage in any proxy solicitations or advance any
shareholder proposals; attempt to control the Company's Board,
management or policies; call a meeting of shareholders; obtain
additional representation to the Board; or effect the removal
of any member of the Board.
-- The Company and Vantage agree that the Company's Appalachian
acreage, including the Marcellus Shale, is extremely valuable
and should be developed with all reasonable speed and on a
commercially reasonable best efforts basis. The Company will
provide, in conjunction with its quarterly conference call,
information on these development efforts, to the extent
material and not competitively sensitive.
-- The Company reaffirms that it intends to evaluate the
divestiture of its assets in the Gulf of Mexico as one key
alternative if performance targets set by the Company are not
met during this fiscal year. The Company will keep
shareholders apprised of its progress in conjunction with its
quarterly conference call, to the extent material and not
competitively sensitive.
-- Vantage will provide to the Company copies of all reports and
analyses developed or based upon the research and analysis of
Schlumberger Data and Consulting Services.
-- The Company will provide its new director, Mr. Salerno, with a
copy of the Morgan Stanley report and the other reports,
materials and information reviewed by non-executive directors
of the Board in evaluating or analyzing Vantage's suggestions.
-- The Company will, with the cooperation of Vantage, file
motions to withdraw the petitions it previously filed with the
Pennsylvania Public Utility Commission and the New York State
Public Service Commission that had requested each regulatory
agency take action with respect to Vantage's investment in the
Company.
-- The Company and Vantage agree that, on a semi-annual basis
designated representatives from Vantage will be provided an
opportunity to meet with the Board. These meetings will afford
Vantage an opportunity to bring its ideas to the Board for its
reasonable consideration.
-- In addressing other corporate governance matters, the Company
will amend the charters of the Audit Committee, the
Compensation Committee and the Nominating/Corporate Governance
Committee to provide for annual performance reviews of
individual directors to be presented to the full Board; amend
its administrative rules to provide that, subject to certain
exceptions, future equity awards will vest or become
exercisable only upon the attainment of certain performance
goals; and cause the adoption or disclosure of target levels
of beneficial ownership of shares of Common Stock for each
director.
About the Nominees to the National Fuel Gas Company Board of Directors:
Robert T. Brady has been a member of the National Fuel Gas Company Board since 1995. He has been the Chairman of Moog Inc. ("Moog") since February 1996, has served as President and Chief Executive Officer since 1988 and has been a member of the Moog Board of Directors since 1984. Moog is a worldwide designer, manufacturer and integrator of precision control components and systems with a total return of 27 percent, 82 percent and 250 percent for the one, three and five year periods ending September 30, 2007. Brady also serves as a Director of Astronics Corporation, M&T Bank Corporation and Seneca Foods Corporation. He currently Chairs the regular executive sessions of non-management Directors of the National Fuel Gas Company Board of Directors and is the designated contact for shareholders to communicate with the non-management directors on the Board.
Rolland E. Kidder has been a member of the National Fuel Gas Company Board since 2002. He served as the Executive Director of the Robert H. Jackson Center, Inc., in Jamestown, New York, from 2002 until 2006. He is the founder of Kidder Exploration, Inc., an independent Appalachian oil and gas company and served as its Chairman and President from 1984 to 1994. Kidder is also a former Director of the Independent Oil and Gas Association of New York and the Pennsylvania Natural Gas Associates -- both Appalachian-based energy associations. He was an elected member of the New York State Assembly from 1975 to 1982, is a former Trustee of the New York Power Authority, was on the Dean's Advisory Council of the University at Buffalo School of Law from 1996 to 2001 and was Vice President and investment advisor for P.B. Sullivan & Co., Inc. from 1994 until 2001.
John F. Riordan has been a member of the National Fuel Gas Company Board since 2002. He was President and CEO of GTI (the Gas Technology Institute), the leading research, development and training organization serving the natural gas industry, from April 2000 to
December 2005. Riordan served as President and CEO of MidCon Corporation, a company engaged in interstate and intrastate natural gas transportation as well as wholesale marketing of natural gas, from October 1988 to January 1998. In 1998, he directed Occidental Petroleum Corporation's divestiture and sale of MidCon to KN Energy, Inc and served as Vice Chairman of KN Energy from February 1998 to February 1999. Riordan has been a director of Nicor Inc. since 2001, twice served as Chairman of the Interstate Natural Gas Association of America (INGAA), is the former President of the commodity chemical business at Occidental Petroleum and former President of the natural gas liquids business at Cities Service Company. He has also served as a director of Occidental Petroleum, Chicago Bridge & Iron Company and as a Trustee of Niagara University.
Frederic V. Salerno has, since 2006, served as a Senior Advisor to New Mountain Capital, L.L.C. Salerno retired as Vice Chairman and CFO of Verizon, Inc. in September 2002 after more than 37 years in the telecommunications industry. Prior to the Bell Atlantic/GTE merger, which created Verizon, he was Senior Vice Chairman and CFO of Bell Atlantic and President and CEO of New York Telephone. Salerno serves as Trustee of the Inner City Scholarship Fund and in 1990 was appointed Chairman of the Board of Trustees of the State University of New York, a position he held until 1996. Salerno has previously served as a Director of Con Edison, Keyspan and Orion Power. He is currently a director of Akamai Technologies, Inc., Bear Stearns & Company, Inc., Intercontinental Exchange, Inc., Popular, Inc., Viacom, Inc. and CBS Corp.
frenchee
17年前
National Fuel Gas (NFG) is a "safe and cheap" utility conglomerate paying a dividend yield just under 3%--with double-bagger potential should their natural-gas rich land get priced into the stock.
While Citadel has recently doubled their holdings in the company, and Seth Klarman (with the Baupost Group) has 3% of his near-legendary cash-rich portfolio invested here, NFG's largest shareholder--New Mountain Vantage--has been one of the main causes for our bullishness on the company (apart from the fundamentals).
New Mountain currently owns just under 10% of the NFG--and has a strategy of working with management teams to create or unlock value in the positions they take (and to do so in a timely fashion). The returns posted by New Mountain in the past have been impressive--and are all the more remarkable given their strategy of leveraging their knowledge base (rather than their capital).
While NFG's management team has taken some good steps of late--for instance, instituting a buy-back program for their shares and selling off non-core Canadian assets at an attractive price--New Mountain (and CalPERS) recently sent a letter to management urging them to act on a number of issues, in order to maximize value for shareholders.
Board of Directors
National Fuel Gas Company
6363 Main Street
Williamsville, NY 14221
September 11, 2007
Dear Sirs,
We ("Vantage") are writing as the largest shareholder of National Fuel Gas Company ("NFG" or the "Company"), representing more than 8.1 million shares and more than 9.5% of the total shares outstanding. Our partner in this position is the California Public Employees' Retirement System ("CalPERS"), the nation's largest pension plan investor, which represents over one million members and is a well established defender of long-term shareholder interests.
As you know, over the past twenty months, Vantage has performed extensive analytical work regarding NFG and particularly its exploration and production ("E&P") assets. We have retained Schlumberger Data & Consulting Services as our advisor in this analysis, and we have consulted with operating and financial executives in the energy and utility industries. In addition, we have spoken with a number of E&P companies with operations in NFG's Appalachian territory, and those discussions have substantiated our estimates of the potential value of NFG's Appalachian acreage.
Our work has convinced us that NFG's enterprise value would be substantially higher if the Company followed key steps to build its business, tighten its strategic focus, and improve its corporate governance.
Out of respect for management and the Board, for over a year, we have sought to communicate our views on this matter privately. While management has in fact spoken favorably regarding several of our suggestions, few actions have been taken in response, and we are not satisfied with the pace of progress.
Accordingly, we are writing again so that the Board clearly understands what we have requested of the Company and with the expectation that management and the Board will move swiftly to take action to maximize the value of NFG for all shareholders.
A. Business Building
Recommendation 1.
- Develop and communicate a plan to maximize the value of NFG's Appalachian E&P assets.
- Fully disclose the "3-P" reserves in Appalachia, as estimated by Netherland Sewell, in accordance with Society of Petroleum Engineers guidelines and the disclosure practices of NFG's E&P and integrated utility peers.
-Develop and communicate to shareholders a "best in class" drilling program centered on the low risk Upper Devonian and Clinton Medina plays in Pennsylvania and New York, including an explanation of the project's capital and operating costs, the expected reserve recoveries, and the project IRRs at various price decks. This form of disclosure is also in keeping with the practices of NFG's E&P and integrated utility peers. Competitors of NFG who control smaller acreage positions in Appalachia are drilling as many as 600-800 Upper Devonian wells per annum at expected internal rates of return on the order of 20%. Our analysis indicates that a similar drilling program properly executed on NFG's acreage could have a net present value in excess of $1 billion.
- Disclose the full details of the Marcellus Shale joint venture with EOG Resources. Develop and disclose a plan to accelerate the delineation and development of the Marcellus Shale to the maximum extent possible within the parameters of the Joint Venture. Competitors of NFG who control smaller acreage positions in the Marcellus Shale fairway are devoting substantial financial and technical resources to evaluate the play. Early results and public commentary from some competitors suggest that the Marcellus Shale may have substantially more value than the Upper Devonian.
- Engage a top tier investment bank to evaluate the potential tax free separation of the Appalachian E&P assets to NFG's shareholders, including in the form of a sponsored spin. Management's internal value creation plan and capabilities must be compared to the potential value to be created were NFG's Appalachian assets managed and controlled by an operator with a focused E&P platform. Based on our industry discussions, we believe there would be strong potential interest in a sponsored spin transaction or other tax free separation if the Company were open to such interest.
B. Strategic Focus
Recommendation 2.
Retain a top tier investment bank to advise the Board on the Master Limited Partnership ("MLP") structure; disclose the identity of the Board's advisors and the expected timing of the Board's conclusions.
As you know, many other operators in the pipeline and E&P industries have recently communicated their intentions to pursue potential MLP transactions. On the August 3rd earnings call, management stated it was reviewing the use of MLP structures for all assets where the structure may apply. However, we would like the Company to specify promptly which assets are being considered for an MLP and who is advising the Company on these potential transactions. Once the analysis is completed, the conclusions should be immediately disclosed.
We believe the structure could apply to NFG's California E&P assets, its New York and Pennsylvania pipeline and storage assets and its Appalachian E&P assets as they are further proven and developed. We believe an MLP execution could be materially accretive to NFG's value. E&P MLPs currently trade at roughly 11x EBITDA and pipeline MLPs trade at roughly 14x EBITDA, as compared to a multiple of about 8x EBITDA for NFG overall today. By our estimates an MLP of California E&P and the pipelines could add in excess of $800 million of shareholder value, not counting the Appalachian E&P assets.
Recommendation 3.
Retain a top tier investment bank to sell NFG's miscellaneous non-core operations; use the proceeds for a special shareholder dividend or to repurchase shares.
We commend management for the recently completed sale of the non-strategic Canadian E&P assets. We believe that NFG should also sell its high risk/low return Gulf of Mexico E&P portfolio, its timber and saw mill assets and its energy marketing and landfill gas operations. We believe these non-strategic assets may be worth more to other acquirers than the value that is currently reflected in NFG's market value, and the proceeds from the dispositions could be used for accretive share repurchases or a special dividend. C. Corporate Governance
Recommendation 4.
Eliminate the 10% poison pill and recommend shareholder approval of the elimination of NFG's staggered board at the 2008 annual meeting.
We support the Board's recent decision to amend the poison pill so that it cannot be triggered by Company share repurchases. However, we believe best corporate governance practice would be to eliminate the poison pill entirely. Similarly, we believe shareholders should be given the opportunity to vote on directors at every annual meeting. We therefore request that the Board approve, and recommend to the shareholders at its next annual meeting, an amendment to its Certificate of Incorporation eliminating the Company's staggered board.
We believe the initiatives outlined in this letter will unlock substantial value for all of NFG's shareholders. We expect that management and the Board will move promptly and diligently to advance these objectives.
This recent activism can be viewed as a potential catalyst to help unlock the substantial amount of value in the shares at their present price. Also, a poster at Seeking Alpha recently pointed out that MMI Investments initiated a stake in NFG. It can be assumed from this that CalPERS and New Mountain won't be fighting the good fight alone. While a double may not be in store for NFG shareholders any time soon, both the common stock and the call options look very attractive presently.
Last week, in a number of filings, National Fuel Gas (NFG) responded to inquiries from a hedge fund, owning ~9.8% of outstanding shares, to its Board regarding, among other issues, the slow pace of E&P development of its Appalachian reserves.
NFG has been slow to realize the value of its near million acres of prime Appalachia acreage. To put this in perspective:
1) The company hasn't booked any PUDs on its developed acreage even.
2) It has only developed 50% of it's shallow potential.
3) NFG has only one deep Shale well with nearly the entire 939,000 acres available for development and no deep reserves booked.
We see a few catalysts that should accelerate value creation for shareholders in the near to intermediate term: a) forming an MLP off of its more mature California assets; b) disclosure of the Netherland Sewell reserve estimate of NFG's shallow reserves (expected in 4Q'07); c) contract Netherland Sewell to perform an assessment of the deeper Shale reserves in Appalachia; d) accelerate drilling in the Appalachia region to match its peers in the area; and e) potentially sell off its non-core segments such as the timber and marketing group.
From an NAV perspective, we believe the short term value jump from a disclosure of the shallow Appalachia reserves report could be as much as $10/share. Accelerating production growth by 15% could also produce steady earnings growth of 5plus% a year in our view. Needless to say, the NFG story is heating up and should provide some exciting developments in the near future as we see how management responds to hedge funds demanding changes.
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