Freeport Deals Too Cozy for Comfort
Freeport-McMoRan Copper & Gold’s foray into energy keeps getting cozier for the top executives involved. The mining company’s market value has plunged by $ 6 billion following news of its planned purchase of Plains Exploration & Production and McMoRan Exploration. Yet Jim Bob Moffett, Freeport’s chairman, and James Flores, chief executive of Plains, will come out ahead.
A fund manager from BlackRock, whose investment units together own more than 6 percent of Freeport, gave the brass on Wednesday’s conference call a tongue-lashing, pointedly asking whether anyone involved in the deal wasn’t conflicted. For a start, the transaction offered up a headline 74 percent premium for McMoRan, a struggling oil company run and part-owned by Mr. Moffett. While other shareholders in Freeport nursed paper losses on Friday morning, his gains on his McMoRan holding trumped his losses on Freeport stock to the tune of some $ 15 million.
Mr. Flores of Plains, meanwhile, will get a $ 130 million windfall including accelerated vesting of stock, while also keeping a senior job at the enlarged Freeport, collecting a pay rise to match the $ 2.5 million annual salaries of Mr. Moffett and Freeport’s chief executive, Richard Adkerson, and joining them on the board.
It will be a bit of a reunion, as all three currently are directors of McMoRan.
It’s hard to see how the triangular deal idea came from anywhere but the top, although the filings that should outline the process aren’t yet available.
That brings echoes of the kind of governance flaws surrounding a deal two years ago in which J Crew’s chief executive, Mickey Drexler engineered a personally beneficial sale of the company to two private equity firms.
Freeport and McMoRan each had a special committee of independent directors with advisers to evaluate the deal, and Mr. Moffett didn’t vote. Yet his position would have been clear.
Overall, it is adding to the U.S. oil patch’s dodgy governance record, with Chesapeake Energy and SandRidge Energy other exhibits. Mr. Flores’ golden parachute – due even without losing his job – was written into his Plains contract, but that doesn’t make it any more palatable for Freeport shareholders. The high-priced deal for McMoRan raises the question of whether alternative targets could have represented better value. And that’s assuming Mr. Moffett’s diversification strategy makes sense.
Freeport’s shareholders don’t even get to vote on the deal. But that doesn’t mean they can’t push their board representatives for a full explanation.
Christopher Swann is a columnist for Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.