SEC Probes Big Energy Deal

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The New York Sun

Add one of the year’s biggest corporate deals — a giant energy transaction — to the mounting number of regulatory stock trading investigations.

This one involves last month’s combined $21 billion acquisition of Kerr-McGee and Western Gas Resources by Anadarko Petroleum Corp., a leading oil and gas producer with 2005 sales of $7.1 billion.

The Securities and Exchange Commission, I’ve learned, has recently commenced a broad trading probe that embraces the securities of all three firms.

The investigation, which is unreported, centers on the trading that took place in the shares and options of the trio that occurred in the three months that preceded Anadarko’s June 23 announcement of its two acquisitions.

The SEC recently solicited brokerage firms for the names of all customers who traded in Anadarko’s securities both here and abroad in the specified time period.

Adhering to its policy, the agency declined comment. But a regulatory contact confirmed the SEC trading investigation, as well as those of three others listed below.

A check of several hedge fund managers disclosed that there were indeed rumblings of the Anadarko transaction in brokerage circles before the official announcement. One hedge fund trader, in fact, admitted that he took a flyer on the options of one of the acquired companies, which he declined to identify, after hearing from one investment banker, but without any specific confirmation, that “it was a done deal.” He says he wouldn’t be shocked to hear from the regulators, but he argues there’s nothing illegal about trading on unconfirmed rumors, which he describes as a way of life on Wall Street.

Speaking of Anadarko, one longterm holder of the company’s shares, former crack institutional energy analyst Alan Gaines, unloaded half of his position after the company’s acquisitions were disclosed. “I still think it’s a good company, but as far as the stock goes, the bloom is off the rose,” he says.

Mr. Gaines, currently CEO of Dune Energy, a small Houston-based oil and gas producer, says he’s concerned about Anadarko’s creation of sizable leverage stemming from the acquisitions. He also believes Anadarko way overpaid for the two companies, especially Western Gas (which cost it $4.7 billion), and has now effectively eliminated itself as a potential takeover candidate. The cost of Kerr-McGee ran $16.4 billion.

Apparently,other investors share Mr. Gaines’s concerns, as evident by the sharp drop in Anadarko’s stock to its current price of $45.46 from its 52-week high of $56.97.

Aside from its probe of the Anadarko transaction, the SEC recently initiated trading investigations into the shares and options of Mexican-based Cemex, the world’s third-largest cement producer; property and casualty insurer Platinum Underwritings Holdings, and liability insurer XL Capital, Ltd.


BOEING STILL A BEAUTY! There’s an old Wall Street saying, “Bulls and bears make money, but never pigs.” That doesn’t mean, though, you should sell a stock simply because you have an enormous profit in it. I’m reminded of this saying as a result of a recent e-mail from Loretta Azarra, who wrote: “Dan, I own 3,500 shares of Boeing ($79.98), which I inherited from my dad at an average cost price of $28. I think the market is going down, and I’m thinking of selling? My broker says no, but my gut tells me yes. Any advice?”

Listen to your broker, not your gut. At least, that’s what Standard & Poor’s thinks. It takes a positive view of the world’s second-largest commercial jet and military weapons manufacturer and looks for a higher stock price. Boeing primarily caters to mature markets, but S&P notes that Jim McNerney, Boeing’s CEO since May 2005, has a long history of transforming mature products into platforms for generating highmargin recurring earnings streams from services and consumables. Accordingly, it thinks the company will be able to boost its free cash flow compounded annual growth rate to about 9% over the next 10 years.

S&P projects earnings of $3.60 a share this year and $4.40 in 2007 (last year, it earned $3.18). Based on its discounted cash flow model, S&P figures Boeing’s stock is worth about $98 a share. On a relative basis, it believes the shares deserve to trade at about 26 times forward earnings, which suggests a stock price of $114, or, based on its models, it comes up with a 12-month target price of $106. As such, it rates Boeing a buy.

The New York Sun

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