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Chesapeake Alters McClendon's Exit Agreement

Chesapeake Energy Corp. last week altered former CEO Aubrey McClendon's noncompete agreement, giving him the right to acquire oil and natural gas holdings that are adjacent to the company's wells in which he holds a stake.

However, McClendon first would have to offer to Chesapeake the rights to purchase the adjacent properties on the same terms, and if more than 40% of the properties are next to the company's operations, he would have to obtain its consent, according to a Form 8-K filing late Friday with the Securities and Exchange Commission.

Chesapeake indicated that the revisions were put in place and signed by McClendon on Thursday. The revised agreement follows reports that McClendon is leasing office space near his former headquarters in Oklahoma City and is making queries into onshore land purchases (see Shale Daily, April 17).

McClendon's previous agreement had barred him from acquiring, or helping others acquire, oil and gas assets immediately next to Chesapeake. The co-founder through the Founder Well Participation Program has the contractual right to participate and invest up to 2.5% working interest in every new well Chesapeake drills. The board and McClendon negotiated to end the program in June 2014, but until then he is provided, for payment, with real-time access to well data.

An email obtained by NGI last week indicated that McClendon, as chairman and CEO of American Energy Partners LP, is looking for exploration and production (E&P) assets in the U.S. onshore.

"My goal is to build a substantial E&P company, both through the drillbit and through acquisitions of producing properties," the email stated. "In particular, I will be looking for deals with a lot of drilling left on them and will also consider undeveloped acreage deals. Plus, I am not scared of natural gas." McClendon has leased the sixth floor of the Harvey Parkway Building, and the Oklahoma Secretary of State's records indicate that Arcadia Capital LLC was incorporated by former Chesapeake board member Shannon Self in January. McClendon Energy Operating LLC and American Energy Partners were incorporated in February.

The 8-K filing indicated that Chesapeake would pay McClendon almost $50 million in severance, with the last payment in July 2014. He also is allowed the use of a company aircraft through 2016.

McClendon agreed, for one year from the effective date of Jan. 29, 2013, not to hire any Chesapeake employee after April 1 except for employees that had been assigned to him to provide accounting support; any employee assigned to him as an assistant; any employee who had been terminated, but who has not voluntarily departed; any employee who has elected to accept any voluntary severance or retirement program offered by the company; or any employee for whom the company consents in advance to the soliciting and hiring by him.

Former Chesapeake Senior Vice President (SVP) Tom Price, who headed corporate development and government relations, as well as ex-SVP Henry Hood, who had run land operations, are leaving May 3. They plan to work with McClendon, according to Chesapeake officials. Acting Chesapeake CEO Steve Dixon praised the departing executives.

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