Proxy

Hess Corp. has ended a proxy battle with major shareholder Elliott Management Corp. (4.4%) by agreeing to appoint three Elliott-backed nominees to its board of directors. The reconstituted board would comprise 14 members; nine were replaced following the annual meeting Thursday. The activist hedge fund, which had claimed that the company was mismanaged and controlled by Hess family interests, agreed to support five Hess nominees. The board now will be reelected every year instead of every three. Elliott also led the charge to split the chairman and CEO roles, now held by John Hess, the son of the company’s founder, and it has forced the company to sell its downstream arm and monetize Bakken Shale midstream assets.

Institutional Shareholder Services (ISS) and Egan-Jones Proxy Services have recommended that Southern Union Co. shareholders vote in favor of the company’s proposed acquisition by Energy Transfer Equity LP, Southern Union said Monday. ISS said the Energy Transfer offer is “significantly higher than Southern Union’s all-time high trading price prior to the initial announcement of the merger.” Egan-Jones said the proposed deal is a “desirable approach in maximizing shareholder value.” A special meeting of shareholders is scheduled for 11 a.m. EST Dec. 9. Williams has also pursued Southern Union but has been repeatedly rebuffed (see Daily GPI, Oct. 13).

Magnum Hunter Resources Corp., which has been on the prowl for unconventional gas and oil resources for several months, on Wednesday agreed to pay $325 million to acquire Bakken Shale producer NuLoch Resources Inc.

Independent proxy advisory firm Institutional Shareholder Services (ISS) has recommended that Aquila Inc. shareholders vote for the company’s plan to merge with Great Plains Energy Inc., Aquila announced Thursday.

In an attempt to short-circuit a bitter proxy battle by disgruntled investors, El Paso Corp. on Monday nominated a slate of directors that is heavy in energy experience for shareholders to vote on at the company’s upcoming annual meeting in June.

KeySpan Corp. disclosed Friday in a proxy statement that the Securities and Exchange Commission (SEC) issued a formal order of investigation on March 5 for alleged insider trading by individual officers of the company that may have occurred before it announced a special charge last July. The individual officers being investigated were not named.

El Paso Energy and The Coastal Corp. announced through a jointproxy statement mailed Friday that special meetings of stockholderswill be held May 5 in Houston to vote on the proposed combinationof the two companies. Stockholders of record on March 17 will beeligible to vote. The merger was announced Jan. 18.

Pioneer Natural Resources USA Inc. filed a preliminary proxystatement with the SEC regarding a proposed merger with the limitedpartners of 25 publicly-held Parker & Parsley limitedpartnerships. According to the plan, each partnership that approvesthe proposals will merge with Pioneer and their partnershipinterests will be converted into the right to receive cash. At thesame time, Pioneer also is offering to acquire 21 non-publiclimited partnerships and 13 privately-held employee partnershipsthrough mergers for cash. Pioneer is the sole or managing generalpartner of all of the partnerships. As a result of the mergers,Pioneer will acquire additional working interests in wellspredominantly located in the Spraberry field in the Permian Basinof West Texas. If approved, the mergers are expected to add twomillion barrels of oil equivalent production next year. The amountof cash Pioneer USA will pay for the partnership interests will bebased on the partnerships’ reserve value plus net working capital(less expenses and fees of the mergers) as of Sept. 30. Undercurrent Nymex futures strip prices, Pioneer estimates that its cashoffer would be $60 million. However, it also said it will consideroffers from third parties to purchase any partnership or itsassets. Persons interested in making an offer should contactTimothy L. Dove or Mark L. Withrow at (972) 444-9001 before Nov. 1.