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
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 visit: www.transforminghess.com.
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 HESS
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 16th,
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, our shareholders.
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 investment case.
-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 block.
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 PRIORITIES
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
representatives.
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 future.
Sincerely,
John Hess
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.
Cautionary Statements
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 hess@mackenziepartners.com.
Investors:
Hess Corporation
Jay Wilson, 212-536-8940
or
MacKenzie
Partners, Inc.
Dan Burch/Bob Marese, 212-929-5500
or
Media:
Hess
Corporation
Jon Pepper, 212-536-8550
or
Sard Verbinnen &
Co
Michael Henson/Patrick Scanlan, 212-687-8080