V. Takeovers in the Oil Industry
Retrenchment requires cancellation or delay of many ongoing and planned projects. This threatens the careers of the people involved, and the resulting resistance means such changes frequently do not get made in the absence of a crisis. Takeover attempts can generate crises that bring about action where none would otherwise occur. Partly as a result of Mesa Petroleum’s efforts to extend the use of royalty trusts which reduce taxes and pass cash flows directly through to shareholders, firms in the oil industry were led to merge, and in the merging process they incurred large increases in
debt, paid out large amounts of capital to shareholders, reduced excess expenditures in E&D and reduced excess capacity in refining and distribution. The result has been large gains in efficiency and in value. Total gains to shareholders in the Gulf/Chevron, Getty/Texaco, and Dupont/Conoco mergers, for example, were over $17 billion. More is possible. Allen Jacobs (1986) estimates total potential gains of about $200 billion from eliminating inefficiencies in 98 firms with significant oil reserves as of December 1984. Actual takeover is not necessary to induce the required retrenchment and return of
resources to shareholders. The restructuring of Phillips and Unocal (brought about by threat of takeover) and the voluntary Arco restructuring resulted in stockholder gains ranging from 20 to 35 percent of market value (totalling $6.6 billion). The restructuring involved repurchase of from 25 to 53 percent of equity (for over $4 billion in each case), substantially increased cash dividends, sales of assets, and major cutbacks in capital spending (including E&D expenditures). Diamond-Shamrock’s reorganization is further support for the theory because its market value fell 2 percent on the announcement day. Its restructuring involved, among other things, reducing cash dividends by 43 percent,
repurchasing 6 percent of its shares for $200 million, selling 12 percent of a newly created master limited partnership to the public, and increasing expenditures on oil and gas exploration by $100 million/year.