Chesapeake Energy on Thursday confirmed that the Securities and Exchange Commission has told it and Chairman Aubrey McClendon that the agency’s Fort Worth regional office has started an informal inquiry and asked both parties to retain “certain documents.” Chesapeake did not detail the nature of the inquiry, but Reuters news service last week, citing an unidentified source, said the agency was looking at a program that allowed McClendon to invest in the Oklahoma City-based producer’s wells. An official of the SEC’s Fort Worth office said the agency does not publicly discuss such inquiries. The SEC uses informal investigations, interviews, record examinations and other methods to gather information about possible violations of securities laws, according to its web site.Chesapeake said the SEC notice, received Wednesday, states that an inquiry “should not be construed as an indication that any violation of the federal securities laws has occurred.” The company said it and McClendon “intend to cooperate with the SEC.”
McClendon’s well investment program, which dates to 1993 when Chesapeake went public, gained prominence last month when Reuters reported that McClendon took out more than $1 billion in loans to cover his well investments. Some of those loans came from a group that was planning to buy Chesapeake assets. Chesapeake has opened its own investigation into the program, and the Internal Revenue Service is also looking at it. The company’s board last week said it will end the well-investment program in June 2014.
Also Thursday, Bloomberg News, citing a court filing, reported that McClendon agreed to sell $88 million of his personal oil and gas interests to investment vehicles created by Wachovia Corp. three weeks after his company used the bank in a similar $600 million deal. The same Wachovia bankers worked on both August 2008 transactions, which involve the sale of future oil and gas production in return for an immediate payment, according to documents filed last year by Chesapeake in a Manhattan federal court.The deals came after a separate January 2008 Wachovia transaction, called a volumetric production payment, or VPP, that yielded McClendon $44 million, the documents show.“It’s in the interest of the other parties to give him a break on his transaction if they get a break on larger transactions with the company,” John Coffee, a law professor at Columbia University who’s written on corporate governance, told Bloomberg. “There’s a concern,” especially if the transactions weren’t disclosed to shareholders, he said.McClendon disclosed in an SEC filing on April 26 that he had loans of $846 million outstanding on his personal holdings as of Dec. 31.
“The VPP sales were separate, arms-length transactions that were independently negotiated on market-sensitive terms,” Chesapeake said in a statement. Ron Hutcheson, a spokesman for McClendon, declined to comment.
-- Jim Fuquay