Hess Corporation - History

History

In 1919 British oil entrepreneur Lord Cowdray formed Amerada Corporation to explore for oil in North America. The firm was incorporated Feb. 7, 1920, in Delaware as a holding company for its principal subsidiary, the Amerada Petroleum Corporation. The oil producer experienced growth during most of the 1920s, hitting a peak in 1926 with a net income of US$4.9 million. However, in the years leading to the Great Depression, weakness in the oil markets contributed to sluggish profits. The aftermath of the market crash aggravated the unsteady oil industry. In the first quarter of 1930, the company experienced a minor loss. The early years of the Depression was a struggle against wavering demand and overproduction in some regions. Later into the 1930s, the financial forecast became more sanguine for Amerada.

In December 1941, the company reorganized by merging the holding company with the principal operating subsidiary, Amerada Petroleum Corporation, into a simplified operating company. The new entity also adopted the former subsidiary's name.

Robust postwar growth rocketed the company past US$100 million in sales in 1955.

Hess Oil and Chemical, an oil refiner and marketer founded by Leon Hess, acquired 10% of the company for US$100 million in 1966 after the British government sold a stake it had amassed during World War II. Albert Levinson became the senior vice president and designed the Hess logo. Hess and Amerada would announce plans for a merger in December 1968. Some Amerada stockholders led by Morton Adler criticized the arrangement as being too favorable for Hess. Adler argued Amerada's oil reserves would contribute the lion's share of assets for the proposed company, so Amerada stockholders should retain more control of the new company. Before the stockholder vote on the matter, Phillips Petroleum, an integrated oil firm, approached Amerada with its own merger proposal, but the offer was declined in March. Still interested, Phillips nonetheless stated it would not carry out a proxy fight against the proposed Hess deal. Hess fearing such a strategy, made a cash tender offer of US$140 million for an additional 1.1 million shares of Amerada, which would double its holding in the company. The new shares would be employed in a May stockholder vote deciding the merger's fate. The vote took place amidst shareholder rancor that in addition to echoing Adler's arguments, objected to Amerada's financing of the recently completed tender offer. Hess planned to cancel the shares and the cost of the acquisition would be absorbed by the newly formed company. One shareholder at the meeting quipped, "It looks to me as if Hess is buying Amerada with Amerada's money." Proponents of the deal won, and the US$2.4 billion merger combining a purely production company with a refinery and marketer operation was completed. However controversy was not yet extinguished by the stockholder confirmation. A class action federal lawsuit in 1972 claiming the proxy vote information was misleading. In 1976, a court agreed that the company falsely claimed to have considered each company's assets as a reason for the merger.

In 2001, Amerada Hess purchased Triton Energy Limited in a cash tender deal valued at approximately US$3.2 billion. Triton, one of the largest independent oil and natural gas exploration and production companies in the U.S., had earned a reputation as a maverick oil company due to its highly successful yet potentially risky overseas exploration. According to Amerada Hess press releases at the time, Triton's major oil and gas assets in West Africa, Latin America, and Southeast Asia would strengthen its exploration and production business and give it access to long life international reserves. Hess also stated that the purchase was expected to immediately increase the company's per-day barrel output by more than 25 percent.

Following on the heels of the Triton purchase, energy prices fell and global economies weakened. Amerada Hess struggled through the following years, posting a US$218 million loss in 2002 due primarily to a US$530 million charge relating to its write-down of the Ceiba oil field, but then posting steadily increasing profits from 2003 through 2006, when the company posted US$1.920 billion in net income.

In May 2006, Amerada Hess Corp. changed its name to Hess Corp.