Chesapeake Energy Cheat Sheet: What’s Been Uncovered So Far
PA Officials Issue Largest Fine Ever to Gas Driller
July 5, 4:42 p.m.: This post has been updated.
The last four months have been rather bumpy for Chesapeake Energy Corp., the nation’s second-largest natural gas company behind Exxon Mobil.
Starting in April, Reuters took aim at the company’s flamboyant chief executive, Aubrey McClendon, in a series of articles, prompting his ouster as company chairman (he remains CEO) last month at the behest of disgruntled shareholders. The revelations also triggered an SEC probe.
The company was rocked anew last week when the news agency disclosed a series of email exchanges in which McClendon and other Chesapeake executives appeared to collude with officials at EnCana Corp., Canada’s largest natural gas company, to suppress the price of land leases in Michigan.
Reuters reported on Monday that the Justice Department has launched a probe into whether these communications violated laws against price fixing.
As a prominent player in the national debate over hydraulic fracturing, Chesapeake was hardly a stranger to controversy even before the Reuters investigation. Last May, ProPublica reported that Chesapeake was fined more than $1 million by Pennsylvania state officials -- the largest fine the state had issued to an oil and gas company -- for contaminating water supplies in Bradford County.
The company’s business practices earlier came under criticism when it emerged in mid-2009 that Chesapeake’s board gave McClendon a $112.5 million pay package in 2008 even as the company’s stock dropped 58 percent amid slumping natural gas prices. The contract, which included a $75 million bonus and other generous perks, was brokered as McClendon staved off a personal financial crisis by selling off approximately $552 million worth of Chesapeake shares over a three-day stretch to cover margin calls.
Shareholders expressed their displeasure with the generous compensation package, the highest awarded to any Fortune 500 CEO in 2008, by suing Chesapeake. In 2011, as part of a settlement, McClendon agreed to buy back a collection of antique maps sold to the company for $12 million under the 2008 plan. Today, the 52-year-old, who owns a 19 percent stake in the NBA’s Oklahoma City Thunder, has an estimated net worth of $1.1 billion.
Here are some of the key findings from the recent Reuters series:
· McClendon failed to disclose up to $1.1 billion in personal loans borrowed against his share of company oil and gas wells under a unique company program that gave the former chairman a 2.5 percent stake in the profits of thousands of drilled wells. The program has since been dropped. (First indication of the loans came in a story by the Pittsburgh Post-Gazette, which reported in March that a Chesapeake affiliate run by McClendon was mortgaging its stake in oil and gas leases in West Virginia.)
· For a time, McClendon operated a $200 million hedge fund that traded in oil and gas contracts. Experts have called this problematic since insider knowledge that McClendon gained as head of Chesapeake could have helped boost his personal profits at the expense of the company. Tom Ward, Chesapeake’s co-founder and McClendon’s hedge fund partner, has denied there was a conflict of interest. “We did not use any proprietary knowledge of (Chesapeake) trades to make our own individual decisions,” he told Reuters. Forbes has more on the potential breach of duty created by the fund, the existence of which wasn’t disclosed to shareholders.
· According to Reuters, top officials at Chesapeake and EnCana exchanged emails between June and October 2010, discussing ways to avoid bidding against each other at a Michigan public land auction in order to keep land prices down. The emails discussed dividing up counties to acquire land without competing against each other. McClendon, according to the story, wrote in an email to a subordinate that it was time “to smoke a peace pipe” with EnCana executives “if we are bidding each other up.”
Reuters reported that it was unclear whether the rival energy giants “consummated any collusive agreements,” but an analysis of the auction results showed that “neither company bought any land in the same county as the other.”
A spokesman for Chesapeake had no comment regarding Reuters’ findings or the reports about the Justice Department investigation. A Justice Department spokesman declined to comment on the findings. In a June 25 press release, EnCana officials stated that an investigation into the collusion matter had been “immediately initiated.”
In the event of criminal prosecution, the potential consequences are substantial. Under the Sherman Antitrust Act, price fixing is a felony, punishable by fines of up to $100 million for companies and $1 million for company officials.
The scrutiny of Chesapeake’s corporate practices comes during a prolonged slide in natural gas prices, which reached their lowest levels in a decade in April. Chesapeake has a projected cash flow shortfall this year surpassing $10 billion.
The spotlight on the company isn’t going away: on Monday, Bloomberg reported that over its 23-year history, Chesapeake had paid just $53 million in income taxes on $5.5 billion in pretax profits, a rate of about 1 percent, thanks to a rule that allows U.S. oil and gas producers to postpone payments to account for the inherent costs of well drilling.
Update: This story has been updated to include a link to a March 2012 Pittsburgh Post-Gazette story.
Pennsylvania officials fined Chesapeake Energy more than $1 million on Tuesday, the state’s largest fine ever to an oil and gas company. In a statement, the Department of Environmental Protection said Chesapeake’s drilling operations had contaminated water supplies for 16 families in Bradford County.
The announcement came just days after the Pittsburgh Post-Gazette reported that the administration of Gov. Tom Corbett, who took office in January, has issued far fewer environmental fines than its predecessor.
“It is important to me and to this administration that natural gas drillers are stewards of the environment, take very seriously their responsibilities to comply with our regulations, and that their actions do not risk public health and safety or the environment,” DEP Secretary Mike Krancer said in the statement on Tuesday.
The fine also cited Chesapeake for a fire at a well site that injured three workers in February. The announcement didn’t mention the blowout at a Chesapeake well in Bradford County last month. That accident leaked a still-undisclosed amount of brine and hydraulic fracturing fluid onto nearby fields and into a creek. The department issued Chesapeake a notice of violation for that incident and is continuing to investigate.
The DEP said the water contamination in Bradford County, which occurred last year, was caused by failures in the casing and cement that surround gas wells, allowing methane to leak into water wells from shallow gas formations. Chesapeake issued a statement saying the company agreed to pay for water treatment for the affected families. The company also said it has enhanced its casing and cementing designs.
“We have worked in coordination and cooperation with the PADEP from the moment we learned a potential problem existed,” Chesapeake spokesman Brian Grove said in the statement. Grove added that although the company has agreed to settle the matter, it hasn’t admitted that it caused the contamination.
The DEP has been under increasing pressure from critics and the federal government to tighten its oversight of the gas industry. Last month, the department asked drilling companies to voluntarily stop sending their wastewater to treatment facilities that discharge the waste into rivers after only partial treatment. But that move only prompted further federal involvement. Last week the EPA ordered the largest drilling companies in the state to disclose where they plan to put the wastewater, indicating that agency officials saw the state’s voluntary request as inadequate.
“Since there was not a requirement that they notify DEP or EPA of the new disposal methods, we wanted to ensure that we all had this information,” EPA spokeswoman Terri White wrote in an email last week. “We want to track these wastewater activities regularly to ensure the protection of public health and the environment."
The EPA also asked the DEP to improve the way it tests wastewater discharges.
So, is the DEP sending a message with the Chesapeake fine? The department hasn’t returned our request for comment yet, but in the statement Sec. Krancer said, “The water well contamination fine is the largest single penalty DEP has ever assessed against an oil and gas operator, and the Avella tank fire penalty is the highest we could assess under the Oil and Gas Act. Our message to drillers and to the public is clear.”