Enron Tells Enron Oil & Gas: You're On Your Own, Kid

Enron and subsidiary Enron Oil & Gas (EOG) set a plan in motion Tuesday to formally part ways, as the two agreed on a transaction that would establish EOG as a widely held public company that will be independent of Enron. Under the all-stock agreement, Enron will exchange 62.27 million of its 82.27 million shares of EOG common stock for EOG's China and India operations. In connection with the exchange, EOG will contribute $600 million in cash to one of EOG's India subsidiaries that will be transferred to Enron.

The net effect of the share settlement agreement will reduce Enron's ownership share of EOG from approximately 82.27 million shares or 53.5 %, to 20 million shares, or between 16-17%. Once the deal is closed, the EOG board of directors will be reconstituted, with all Enron officers and directors currently serving as EOG directors, resigning their positions on the EOG board.

"While EOG's North American operations are among the best in the industry, they are no longer strategic to Enron's North American energy businesses, as we have ready access to gas supplies in this well-developed market. The China and India operations provide valuable supplies to meet growing energy demand in these regions and are very strategic to our international activities," said Kenneth L. Lay, Enron CEO.

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EOG will issue additional equity to fund the $600 million part of the transaction. The Bank of America committed to give EOG a senior credit facility of up to $1.3 billion, which could also be used to fund the transaction.

"We expect the transaction to be immediately accretive to cash flow per share,'' said EOG Chairman Forrest E. Hoglund. "The transaction also will remove the uncertainty of our ownership status and will provide EOG with greater access to both debt and equity capital with which to grow its businesses. We are extremely excited about our platform for growth in North America and Trinidad and will continue to seek new international concessions."

Solving the uncertain ownership issue is a coup for EOG, said Steve Smith, an analyst with Dain Rauscher Wessels. "The overhang of this (ownership) issue had been a depressant on company management, employees and shareholders. I mean, here's a company that went up for sale, but nobody came to the party. The resolution is a positive development." Smith estimated the deal will cause a 16% improvement in cash flow for EOG in 2000.

Another result of this transaction will be a more active EOG, Smith said. "When another company has 53% of your stock, maneuverability in terms of deal-making becomes difficult. Now that it has more freedom, I look for it to enter into an 'explore and exploit' deal in the Gulf of Mexico, similar to the deal Apache made with Shell some months ago (See Daily GPI, April 30)."

The transaction has been approved by the boards of both companies and has been recommended by a special committee of independent directors of the EOG board. The transaction, which is expected to be completed by Aug. 31, does not require any governmental approval.

"It is just a strategic move for us to get out of the North American market," said Enron spokesperson Karen Denne. "Now we can put the resources we normally spend on EOG into new and developing markets."

The assets in India and China are examples of Enron's new direction, Denne added. When the deal with EOG closes, Enron will have 30% interest in three Indian energy fields (one gas field, one oil field, and one oil and gas field), as well as a production sharing agreement with the Chinese government for the Sichuan field in China.

Zach Wagner, an analyst with Edward Jones, said the overseas assets were the key aspect of the deal. "India has a growing energy market, and Enron has been trying to establish a firm foothold in India for quite some time. These assets add major long-term potential to Enron's portfolio."

The price was also right, according to Wagner. "Enron did not overpay at all. Judging by EOG's current stock price, Enron is giving up around $1.2 billion, but getting back $600 million and valuable assets as well."

Both Wagner and PaineWebber analyst Ron Barone said this move also makes sense for Enron because it reduces its exposure to the mature North American energy market. "For all intents and purposes, Enron will effectively be out of the domestic exploration and production (E&P) business by year-end," Barone said, "ultimately having greatly reduced long-term commodity price risk."

The deal contained a lock-up period where Enron cannot sell its remaining 20 million shares of EOG for six months. Enron does, however, have the right to sell 10 million in convertible securities, which will be automatically exchangeable into EOG shares. Barone said Enron will have all 20 million shares sold shortly after the lock-up period ends.

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