Louis Simpson, a former Berkshire Hathaway investment manager who joined the board in 2010, was singled out by Icahn in his letter as the only board member who should remain. Chesapeake Energy also said it would look to gain an exemption from an Oklahoma law that requires staggered corporate boards so that its entire board will go to a shareholder vote in 2013.
Monday's settlement appears to have cooled Icahn's ire at the company's managerial issues. "We appreciate the Board's willingness to listen to shareholders and to respond appropriately. Under Aubrey's leadership, Chesapeake has assembled great assets and I am confident I can help the Company create significant shareholder value from these assets," said Icahn in a press release.
"We believe the independent directors will push for a more conservative capital plan and aggressive asset monetization. Additionally, we believe the reconstituted board would be more amenable to a potential takeover," said Canacord Genuity analyst John Gerdes in a Monday note to clients.
In May, Icahn noted in his letter that his activist stance has led to an increase in market value of approximately $55 billion for shareholders at over a dozen companies in recent years. "We would like the opportunity to do the same at Chesapeake," wrote Icahn, who like Chesapeake CEO McClendon says that the company's assets are worth far more than current market prices.In Monday trading, Chesapeake shares rose over 6% to $16.52. Still, the company's shares are off over 25% in 2012 and 45% in the last 12 months respectively, amid concerns about its finances and CEO McClendon's 2.5% personal investment in almost all of the wells that the company's drilled over the years. The rally on Monday also came directly on the heels of a 6% sell-off in Chesapeake shares last Friday, a day on which shares began trading at $16.52, the same price shares closed at on Monday. Aside from shuffling board seats to add independent investor input into Chesapeake's management decision making, Icahn will have plenty of work cut out for him to turn a profit on his near $800 million investment in the company, which UBS analysts calculated were made at a price of $15.76. Underlying the tough talk about a board shakeup, it's important for investors to remember that a shoring up of the balance sheet through sales asset sales is the key focus for the oil and gas company in 2012. With or without Icahn, asset sales are the make or break issue as the company tries to bridge a funding gap while tilting its energy portfolio longer-term toward oil amid decade low natural gas prices. Moody's calculates the company needs to sell $7 billion in assets to avoid a ratings downgrade and breach of its debt covenants. "Even $7 billion in asset sales could place Chesapeake's covenant compliance for its revolving credit facility in some doubt, and the company would still face a significant funding gap in 2013," wrote Moody's analyst Peter Speer on May 31.
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