(Bloomberg Opinion) -- Here’s a company that really wants to get bought:
As you can see, that wasn’t the case with Carrizo Oil & Gas Inc. up until quite recently. Back in early 2018, when it was trading at about $17 a share, the exploration and production company rejected activist Kimmeridge Energy Management Co.’s calls to either sell the whole company or a big slug of assets. It then capitalized on the summer’s upswing in oil prices — how long ago that seems — to sell a slug of new stock instead, at $23 apiece. By this summer, its confidence had waned and it agreed to an all-stock takeover by Callon Petroleum Co. valuing it at $13 and change — a deal so well-received that the one-day drop in Callon’s stock all but wiped out the 25% premium.
Callon picked up an activist of its own a few months ago when Paulson & Co. said it was overpaying for Carrizo. So on Thursday, amended terms were announced. Carrizo has now agreed to an offer that gives it 42% of the combined company — versus 45% before — at a value of just $7.81 per share. That is barely a third of what investors paid for new stock in August 2018. It is, in fact, much lower than the price of every one of the 10 secondary stock sales Carrizo has carried out in the past 12 years, according to figures compiled by Bloomberg. Remarkably, the implied market value for Carrizo of $723 million is below the $850 million value the companies estimated back in July for the cost savings and efficiencies arising from the deal.
This puts the “pit” in capitulation. Along with the revised share ratio, Callon’s executives will also forgo the special bonuses they would have received and which came under particular fire from Paulson. Callon also agreed to cap the authorized share count of the combined group.
Carrizo’s past 18 months or so captures perfectly the broader shift in sentiment toward frackers. Kimmeridge’s original tilt at Carrizo was predicated on the notion that, like many of its peers, it lacked sufficient scale to operate efficiently and incentives for management needed an overhaul. The 2018 rally in oil prices let Carrizo shrug that off. The subsequent drop and associated derating of E&P stocks, as investors gave up on the oil option notionally embedded in them, forced a quick rethink on Carrizo’s part. But the lingering expectations that recovery just had to be around the corner, along with the ever-present skewed compensation practices embedded in Callon’s offer, were also behind the times.
As of now, it’s unclear if Paulson backs the revised deal terms, though the pointed lack of any statement to that effect in Thursday’s announcement suggests it isn’t nailed down. Meanwhile, the shareholder vote has been pushed back a month. Consolidation in shale-land has been needed for a while, but management teams have resisted. The Carrizo-Callon saga shows it will ultimately happen anyway, just from a position of weakness rather than strength.
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Liam Denning is a Bloomberg Opinion columnist covering energy, mining and commodities. He previously was editor of the Wall Street Journal's Heard on the Street column and wrote for the Financial Times' Lex column. He was also an investment banker.
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