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II The firm would tender 20,000,000 shares at $50 per share (the tender would be after the new shares were issued) 11 The company's ESOP (Employee Stock Ownership Plan) would buy 24 million shares over the course of a year The $2280 of debt consisted of the items listed in Table 141 This package of cash and securities was rejected by the shareholders The offer was fought vigorously by Carl C Icahn The company valued the offer at $53 a share, but Icahn said that the recapitalization was worth only $42 a share He offered an alternative plan where he would acquire the company's shares at $55 a share (the stockholders would receive an approximately equal amount of cash and securities) Phillips attempted to stop the Icahn bid by legal means as well as by using a poison pill The poison pill consisted of a right entitling each common stock to be swapped for $62 face amount of a 15 percent note The right expired if the company's recapitalization plan was approved by the shareholders The potential increase in debt was meant to discourage Icahn By the end of February, Icahn had raised the price he was willing to pay to $60 per share for 70 million shares The remainder of the shares (846 million shares) would be purchased at $50 a share using debt securities After this offer the Phillips stock sold at about $48 per share Phillips management was stating that the value per share was $62 On March 4, 1985, Phillips offered a new proposal that it said was worth in excess of $60 11 The company would buy Mesa's shares at $53 per share (Mesa did not have to accept) Mesa and Icahn each received $25,000,000 to cover their expenses
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TABLE 141 $2280 of Debt
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Amount $1100 of floating rate (initially 10) senior notes 550 of 13 senior notes 630 of 1375 subordinated debentures Interest $110 715 866
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Phillips Petroleum, Mesa, and Icahn (1984-1985)
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The shareholders who tendered would receive $4,500,000,000 of debentures in exchange for 72,580,000 shares The debenture package was valued at $62 per share Stockholders would receive a dividend of $300,000,000 preferred stock (based on 731 million shares still outstanding after the purchase of 726 million shares; this would be worth $410 a share) The common stock dividend of $240 would be increased to $300 For each common stock share tendered, the debenture offer consisted of: $29 floating rate (currently paying 1125) 18 paying 13875 15 paying 1475 $62 Interest $32625 24975 22125 $79725
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Table 142 shows the two offers made by Phillips (assume there are initially 1546 million shares outstanding)
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TABLE 142 Summary of Phillips' Two Offers Second Offer
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Shares Exchanged) No shares offered $62 per share exchanged $79725 per share exchanged $300 $300,000,000
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Common Stocks Debt Interest on debt Dividend per share Preferred stock
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62 of share for each old share $2280 per old share $268 per old share $240 per new share $484,000,000
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145,700,000($332) 73,100,000($410)
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Stock repurchase (after restructuring): 20,000,000 shares @ $50 per share
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ESOP buys 24,000,000 shares with the first offer The shares outstanding upon completion of the offers are shown in Table 143 The second offer was accepted by the firm's shareholders and was executed by the firm Note that the number of outstanding shares was reduced from 1546 million to 731 million
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TABLE 143 Shares Outstanding and Stock Transactions First Offer Initial shares Pickens' shares retired Each share receives 62 Stock repurchase Shares outstanding after repurchase The financial facts for the two offers were: Second Offer
1546 89 1457 x62 903 -200 703
First Offer
1546 89 1457 726 731 731
Second Offer
Common stock shares (after repurchase) Preferred stock Debt Stock repurchase (Financed with debt ) Interest
70,300,000 $ 484,000,000
73,100,000 $ 300,000,000 $4,500,000,000
145,700,000($2280) 72,600,000($62)
$3,322,000,000 $1,000,000,000 $ 391,000,000 140,000,000 $ 531,000,000 169,000,000 48,000,000 $ 217,000,000 $1,000,000,000 219,000,000 30,000,000 $ 249,000,000
145,700,000($2681) 1,000,000,000(14) 72,600,000($79725) 70,300,000(240) 73,100,000(300)