June 9, 2021

Breakingviews: KKR flips the LBO script with management “buy-in”

by Breakingviews.

KKR is best known for leveraged buyouts, but Henry Kravis’s asset management firm’s latest deal flips the script. It will list oil and gas firm Independence Energy by merging it with publicly traded Contango Oil and Gas. The latter’s shareholders will cede control while the chairman keeps his job, exchanging highly valued paper for assets on the cheap. It is a twist that might put Contango shareholders on guard.

The oil and gas drillers said on Tuesday that they will combine, though in effect it looks to be a takeover by KKR’s firm, sans premium. Some $20 million of synergies will be split between Texas-based Contango’s shareholders, which will own 24% of the company post-deal while Independence will take the rest. Contango will only appoint two of nine board members, and KKR will also own a special class of non-voting stock that gives them consent rights over things like debt issuance. A KKR subsidiary will also receive fees.

The combined firm has an estimated market capitalization of $4.8 billion. A 24% share is worth $1.1 billion, or roughly what Contango was worth before the deal. With synergies worth just 0.4% of the combined company’s market capitalization, there’s not much to excite shareholders. Small wonder why Contango’s stock was down 4% midday.

The attraction for Contango investors is that Independence is contributing far more of the overall EBITDA, at least for now. The combined firm thinks it will have around $775 million of adjusted EBITDA in 2022, and analysts estimate Contango would have had a bit less than $100 million that year according to Refinitiv. In that sense, Contango might be using its position as a publicly listed company with a relatively highly valued stock to grow much bigger.

One shareholder, though, is getting something that others are not. John Goff, Contango’s chairman and largest investor with 24% of the stock, will keep his job. Contango’s shareholders will get to vote on the deal, but Goff has already signed on, which means that KKR is already about half way there.

It is reminiscent of management buyouts, where private equity firms buy public companies for a premium while giving manager-owners a plum seat at the new firm. Contango shareholders may agree with Kravis in principle, but could be forgiven for feeling a little short-changed.

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