Hess Sends Fourth Letter to Shareholders
Hess Delivers Consensus Beating Q1 2013 Earnings
Encourages Shareholders to Continue the Company’s Strong Momentum of
Transformation into Pure Play E&P Company
Recommends Voting the White Proxy Card for the Election of Hess’ Highly
Qualified, Independent Nominees
NEW YORK -- April 25, 2013
Hess Corporation (NYSE: HES) (“Hess” or “the Company”) today sent a letter to
all shareholders in connection with its 2013 Annual Meeting of Shareholders,
to be held on May 16, 2013.
The Board recommends that shareholders vote for the election of Hess’ highly
qualified independent nominees on the WHITE proxy card.
For information about Hess’ transformation and the 2013 Annual Meeting, please
Included below is the full text of the letter to Hess shareholders:
Dear Fellow Shareholder:
HESS DELIVERS EXCELLENT FIRST QUARTER RESULTS;
CONTINUES STRONG MOMENTUM OF TRANSFORMATION
TO PURE PLAY “E&P” COMPANY
VOTE THE WHITE PROXY CARD TODAY AND BENEFIT FROM CONTINUED VALUE CREATION AT
On April 24, Hess reported strong first quarter earnings. These results
demonstrate our continuing momentum, which is being driven by our
transformation to a pure play exploration and production (“E&P”) company.
As we approach the Hess 2013 Annual Meeting, to be held on May 16^th, we urge
you to support our new, strong, independent, world-class experienced director
candidates who are focused on the continued execution of our transformation
plan. We have been driving down costs, increasing profitable production,
executing on announced asset sales, paying down short-term debt, and retaining
the financial flexibility to fund growth and return capital directly to you,
THE HESS PLAN IS WORKING; REJECT ELLIOTT’S DISRUPTIVE PLAN TO
DESTROY THE LONG TERM VALUE THAT RIGHTFULLY BELONGS TO YOU
Hess has the right plan and the right team to deliver real, lasting value. New
Hess shareholder Elliott Management, on the other hand, has put forth a
reckless plan that would halt this momentum. Just look at what a few Wall
Street analysts have said:
In our view many of the criticisms leveled at management are either dated or
have been addressed by management. If the activist end game is outright
separation of Hess’ into two parts, we maintain our view that commensurate
risks & challenges of two stand alone entities will blur the landscape for the
-Doug Leggate, Bank of America Merrill Lynch, April 24, 2013
In short…we do not believe that [Elliott’s] plan provides the best path
forward. In our view, Hess's own plan makes more sense…
-Philip H. Weiss, Argus, March 27, 2013
We take management’s side in terms of the future course of the company.... we
do not think breaking up the company into an onshore resource player (Hess
Resources) and international, mostly offshore, entity (Hess Remainco) is the
best way to generate value.
-Jeb Armstrong, Credit Agricole, March 26, 2013
Simply put, while Elliott has continued to push their self-serving agenda, the
overwhelming majority of Wall Street analysts believe that adopting Elliott’s
plan would be a mistake. We urge you to protect your investment by voting the
WHITE PROXY CARD today.
Keep this in mind: ELLIOTT’S NOMINEES HAVE AGREED TO RECEIVE DIRECT AND
SUBSTANTIAL SPECIAL PAYMENTS FROM ELLIOTT AND ARE STRUCTURALLY INCENTIVIZED TO
SUPPORT A PLAN MOST WALL STREET ANALYSTS AGREE IS VALUE DESTRUCTIVE AND BAD
FOR HESS AND ITS SHAREHOLDERS. Ask yourself: Do you really think Elliott’s
conflicted nominees, if elected, would have your interests in mind?
Please vote the enclosed WHITE PROXY CARD today to ensure you have an
independent, objective Board of Directors committed to pursuing the right
strategy for all Hess shareholders.
STRONG FINANCIAL RESULTS REFLECT HESS’ BEST IN CLASS EXECUTION
Hess reported recurring EPS of $1.95, which thumped our and consensus’
estimate of $1.57.
-Roger D. Read, Wells Fargo, April 24, 2013
Yesterday, we reported first quarter results that soundly beat Wall Street
estimates with adjusted net income up 31% compared to the year ago quarter.
These financial results were driven by our strong execution in the field.
In the Bakken oil shale play, net production increased 55% while drilling and
completion costs declined 36%. These results were driven by our E&P team, led
by Greg Hill, Hess’ President of Worldwide E&P, a pioneer of applying “lean
manufacturing” technology to E&P.
While Elliott would have you believe otherwise, Hess today is one of the
leading low cost, high return producers in the Bakken:
It is this issue [Bakken drilling and completion costs] that underlines our
view that as an operator Hess has consistently bettered well results of many
of its peers, in stark contrast to the premise presented by Elliott.
-Doug Leggate, Bank of America Merrill Lynch, April 1, 2013
Hess appears to be drilling one of the best portfolios of wells in the
industry according to our analysis.
-Gil Yang, Discern, March 27, 2013
In addition to our success in the Bakken, we are executing a successful,
focused, lower-risk exploration program designed to maximize growth across our
portfolio. For example:
*Development drilling is ongoing at the Hess operated Tubular Bells field
in the deepwater Gulf of Mexico. The project is on schedule to start
production around the middle of next year.
*We continue to execute our appraisal program in the Utica shale play – the
second leg of our shale strategy – and remain encouraged by the results.
During the first quarter we drilled four wells and completed seven across
our position, and we believe that the Utica will be an important
contributor to our long-term production growth targets.
*We announced earlier this quarter exploratory success in Ghana, where we
enjoyed a succession of seven discoveries, most recently at the Cob and
Pecan North wells, and that we have begun pre-development studies on the
We anticipate that our focused portfolio of higher growth, lower risk, oil
linked E&P assets will deliver a five year compound average annual production
growth rate of 5 to 8%, based off of pro forma 2012 production, with aggregate
mid-teens production growth between pro forma 2012 and 2014, while increasing
returns to all shareholders.
HESS IS BEATING ITS ASSET SALE TARGETS AND HITTING ITS CAPITAL ALLOCATION
Another element of our transformation is the divestiture of non-core E&P
assets, which will allow us to focus on our world class, higher growth, lower
risk portfolio. We have made tremendous progress on this front, announcing or
completing $3.4 billion in sales year-to-date. And, while we have done a great
deal, there is more to come.
With $3.4 Bn in announced proceeds, execution has been outstanding…
-Asit Sen, Cowen, April 3, 2013
The success of our asset sale program has put us ahead of schedule on meeting
the capital allocation priorities we set out on March 4. By applying the
proceeds from the divestitures to date to reduce debt and strengthen our
balance sheet, Hess will have the financial flexibility both to fund its
future growth and also to direct most of the proceeds from additional asset
sales to returning capital directly to shareholders. We expect to commence our
previously announced share repurchases of up to $4 billion in the second half
of this year.
HESS SHAREHOLDERS DESERVE A BOARD COMMITTED TO FACT, NOT FICTION
While Elliott has called for a “dry eyed” analysis of Hess and its strategy,
it continues to mislead Hess shareholders by cherry picking data and using
deceptive statistics to suit its purpose.
For example, Elliott compares our Bakken well costs to a single, smaller, low
cost peer without taking into account publicly available well recovery rates.
From a capital return perspective, isolating average well costs without
factoring for production is an incomplete analysis. A closer look at the facts
shows that Hess delivers more value than Elliott’s low cost Bakken peer and,
as our results this quarter demonstrate, we believe our performance in the
Bakken ranks among the best both as to cost and productivity.
Elliott’s aggressive and creative use of statistics – a continuing theme of
their misguided proxy fight – is nothing more than an attempt to divert
attention from a rejected business plan and a group of candidates who are tied
to it. Is this the kind of misleading and self-serving analysis that Elliott
proposes to bring into the Hess boardroom?
As Hess shareholders, we believe that you deserve new, independent directors
who are committed to a market-endorsed transformation strategy that is
delivering real value, not dissident directors who are tethered to a
value-destructive, flawed plan. Please vote the enclosed WHITE PROXY CARD
today for Hess’ highly qualified nominees to ensure you have an independent
Board of Directors committed to pursuing the right strategy to create value
for all Hess shareholders.
YOUR VOTE IS IMPORTANT – NO MATTER HOW MANY SHARES YOU OWN
MAKE YOUR VOICE HEARD
PLEASE VOTE THE WHITE PROXY CARD TODAY
Hess’ new, independent director nominees John Krenicki Jr., Dr. Kevin Meyers,
Fredric Reynolds, William Schrader, and Dr. Mark Williams, are world-class
business leaders with a track record of success, renowned operational and
financial expertise and experience running some of the most important E&P
businesses in the industry – they are the right team to objectively oversee
the execution of a transformation plan that the market views as clearly
superior to the Elliott alternative. This team is far superior to Elliott’s
candidates, who have approved a flawed plan, have been charged to push for its
execution and are tethered to Elliott’s bonus scheme. We urge you to vote for
the Hess nominees today on the WHITE PROXY CARD.
Whether or not you plan to attend the Annual Meeting, you have the opportunity
to protect your investment by promptly voting the WHITE PROXY CARD. We urge
you to vote today by telephone, by Internet, or by signing, dating and
returning the enclosed WHITE PROXY CARD in the postage-paid envelope provided.
We urge you to reject Elliott’s short term, value destructive ideas by
discarding any proxy materials sent to you by Elliott Management or its
On behalf of the Board of Directors, we thank you for your continued support,
and we look forward to continuing to deliver outstanding value to you in the
Chairman and CEO
ABOUT HESS’ WORLD CLASS, NEW, INDEPENDENT DIRECTOR NOMINEES
JOHN KRENICKI JR. - 50
Former Vice Chairman of GE; President and Chief Executive Officer of GE Energy
Mr. Krenicki recently joined private equity firm Clayton, Dubilier & Rice in
2013 after 29 years in senior leadership roles at GE, including as Vice
Chairman. While leader of GE Energy, the unit doubled in size and
profitability and became GE's largest business – with revenue increasing from
$22 billion in 2005 to over $50 billion in 2012. His responsibilities included
oversight of GE’s Oil & Gas, Power & Water, and Energy management businesses,
which employ more than 100,000 people in over 165 countries. Mr. Krenicki is
one of America's top corporate executives with a strong track record of
success, experience, and leadership in operations, oil and gas, and energy.
His experience leading large scale initiatives and operations across a global
energy portfolio will add important perspective to the Hess Board as the
Company completes its transformation to a pure play E&P company.
DR. KEVIN MEYERS - 59
Former Senior Vice President of E&P for the Americas, ConocoPhillips
Dr. Meyers ran Exploration and Production in the Americas for ConocoPhillips,
where he oversaw 6,000 employees and a $6 billion annual capital program, and
was responsible for reorganizing and driving business value in the Americas
E&P portfolio. Dr. Meyers drove the reconfiguration of the company’s upstream
portfolio in North America, divesting $6 billion of low growth, low margin
assets and focusing capital into emerging shale plays. He spearheaded the
company's development of the Eagle Ford, moving it from exploration to a
twelve-rig development program in under a year, and increased investment in
both the Permian Basin and the Bakken. Dr. Meyers has over 30 years of
experience in exploration and production, both domestic and international.
Based on this experience, Dr. Meyers will bring to the Hess Board decades of
managing cost-efficient E&P operations in geographies directly relevant to
Hess’ focused E&P portfolio.
Other Directorships: Hornbeck Offshore Services, Denbury Resources, Bill
Barrett Corporation, Precision Drilling Corporation. Former Director: LUKOIL
FREDRIC REYNOLDS - 62
Former Executive Vice President and Chief Financial Officer, CBS Corporation
Mr. Reynolds was Executive Vice President and Chief Financial Officer of CBS
Corporation and its predecessors from January 1994 until his retirement in
August 2009. While at CBS, Mr. Reynolds managed the company's transformation,
beginning with the acquisition by Westinghouse of CBS in 1995, followed by the
Viacom-CBS merger of 2000 and the subsequent spin-out of MTV Networks, since
renamed Viacom. During his tenure as CFO of CBS, shareholders experienced
substantial share appreciation and return of capital. Mr. Reynolds is also the
lead independent director at AOL Inc. Mr. Reynolds will bring to the Hess
Board his substantial experience as a CFO with a successful track record of
financial oversight, leading successful transformations, returning capital,
and delivering long term returns.
Other Directorships: AOL, Mondelez International. Former Director: The Readers
Digest Association, Blockbuster, Sportsline.com
WILLIAM SCHRADER - 55
Former Chief Operating Officer, TNK-BP Russia
Mr. Schrader was a senior leader of many of BP's most important E&P
businesses, including serving as President of BP Azerbaijan – one of BP’s most
valued assets – and most recently served as COO of TNK-BP, which comprised 27%
of BP’s reserves and 29% of BP’s production. During his tenure as President of
BP Azerbaijan, production increased from 240,000 bpd to over 950,000 bpd while
operating costs were reduced from $7/bbl to $4/bbl. He also was responsible
for all of BP’s E&P business in Indonesia including the Tangguh LNG business.
Mr. Schrader is an outstanding E&P executive responsible for transforming BP’s
best and most valued E&P assets, and will bring to the Board his experience as
a disciplined E&P operator with expertise in production sharing structures,
government relations, and delivering returns.
Other Directorships: Ophir Energy
DR. MARK WILLIAMS - 61
Former Executive Committee Member, Royal Dutch Shell
Dr. Williams worked for over 30 years at Shell, including more than 17 years
in Shell’s E&P and upstream business, serving most recently as a member of the
Executive Committee of Royal Dutch Shell, where he was one of the top three
operating executives collectively responsible for all strategic, capital, and
operational matters. Most recently, as Downstream Director, Dr. Williams
oversaw $400 billion in revenues and approximately 55,000 people, generating
$5.3 billion in profit annually, and redirected a $6 billion annual investment
into the higher growth markets of China and Brazil, while strengthening
Shell’s position in key hubs in the U.S. Gulf Coast and Singapore. His
experience as part of an executive group with ultimate strategic
responsibilities for the overall direction of one of the world’s largest oil &
gas companies will add invaluable insight to Hess’ Board.
This document contains projections and other forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. These projections and statements reflect
the Company’s current views with respect to future events and financial
performance. No assurances can be given, however, that these events will occur
or that these projections will be achieved, and actual results could differ
materially from those projected as a result of certain risk factors. A
discussion of these risk factors is included in the Company’s periodic reports
filed with the Securities and Exchange Commission.
This document contains quotes and excerpts from certain previously published
material. Consent of the author and publication has not been obtained to use
the material as proxy soliciting material.
Important Additional Information
Hess Corporation, its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from Hess
shareholders in connection with the matters to be considered at Hess’ 2013
Annual Meeting. Hess has filed a definitive proxy statement and form of WHITE
proxy card with the U.S. Securities and Exchange Commission in connection with
the 2013 Annual Meeting. HESS SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE
DEFINITIVE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD AS THEY CONTAIN
IMPORTANT INFORMATION. Information regarding the identity of potential
participants, and their direct or indirect interests, by security holdings or
otherwise, is set forth in the proxy statement and other materials filed with
the SEC. Shareholders will be able to obtain any proxy statement, any
amendments or supplements to the proxy statement and other documents filed by
Hess with the SEC for no charge at the SEC’s website at www.sec.gov. Copies
will also be available at no charge at Hess’ website at www.hess.com, by
writing to Hess Corporation at 1185 Avenue of the Americas, New York, NY
10036, by calling Hess’ proxy solicitor, MacKenzie Partners, toll-free at
(800) 322-2885 or by email at email@example.com.
Jay Wilson, 212-536-8940
MacKenzie Partners, Inc.
Dan Burch/Bob Marese, 212-929-5500
Jon Pepper, 212-536-8550
Sard Verbinnen & Co
Michael Henson/Patrick Scanlan, 212-687-8080
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