Forming Kuwait Oil Inc.

The sheikdom pays $2.5 billion to buy a U.S. drilling firm

Kuwait has justly earned a reputation for being the savviest investor among the world's oil rich. The Persian Gulf sheikdom of 1.4 million people has aggressively bought everything from a West German steel mill to a South Carolina resort community. Last week Kuwait struck its biggest, and potentially most controversial, deal yet: a $2.5 billion takeover of the Santa Fe International Corp., of Alhambra, Calif., a leading oil-drilling contractor (1980 revenues: $1.2 billion).

The offer brings Kuwait closer to a long-sought goal of diversifying its oil industry away from excessive dependence on production. The aim is to form a firm like one of the large multinational oil companies, which have investments in exploration, refining and marketing.

The Kuwaiti bid once again raised the question of just how much OPEC money is being invested in U.S. industry and whether the infusions of funds are good or bad for the businesses involved and for the U.S. as a whole. As soon as the Kuwaiti proposal was announced, New York Democrat Benjamin Rosenthal, chairman of the House Subcommittee on Commerce, Consumer and Monetary Affairs, which has been holding hearings on the scope of OPEC investment in the U.S., asked the Treasury to halt the takeover pending an investigation of whether the merger is really in the national interest.

At the same time, the Securities and Exchange Commission began probing reports of rampant speculation in Santa Fe stock during the weeks just prior to the takeover announcement. The questionable trading involved large numbers of purchases in so-called call options on the Pacific Stock Exchange in San Francisco. Options contracts are trading gambles in which buyers acquire, at a fraction of the stock's market value, the right to buy or sell a quantity of stock at a fixed price within a specified period, usually anywhere from a few hours to nine months. The heavy volume of transactions in Santa Fe options suggested that investors with prior knowledge of the pending Kuwaiti offer were buying in anticipation of an eventual hefty price rise in the stock. When the takeover was announced, the price of Santa Fe common stock jumped 17 points in a single day, to $42.38 a share, automatically driving up the value of the options as well.

Whatever individuals may have cashed in on the deal, the acquisition should be beneficial for both Santa Fe and Kuwait. Though it has grown at a compound annual rate of nearly 23% since 1950, Santa Fe in recent years has been forced to invest larger and larger amounts of capital to keep expanding. Kuwaiti ownership would give the firm the financial clout to broaden its presence in such lucrative markets as the British North Sea, where it holds a 16% interest in the Thistle Field.

The bid for Santa Fe could turn out to be Kuwait's most successful diversification move yet. The nation's government-owned Kuwait Petroleum Corp., which is directed by Sheik Ali Khalifa al-Sabah, the country's Oil Minister, already operates a fleet of more than a dozen supertankers. Earlier this year, the firm entered into joint ventures with U.S. companies, giving it a $185 million share in a Hawaiian oil refinery as well as participation in a U.S. oil exploration group. Kuwait, though, has not always been able to buy its way into the American market.Its 1980 attempt to purchase a 15% interest in the Getty Oil Co., the 15th largest American oil firm, fell through when the executors of the estate of the late J. Paul Getty blocked the accord.

With Santa Fe, however, the courting was cordial from the start. Preliminary talks first began last summer between Santa Fe Chairman E.L. Shannon Jr. and Sabah, who initially proposed that Kuwait acquire a 25% stake in the firm to make use of the company's vaunted engineering expertise. Discussions eventually progressed to an agreement in principle to buy the whole company. Santa Fe's board of directors, which includes former President Gerald Ford, gave its approval last week, and shareholders are expected to agree to the deal at a special meeting on Dec. 1. Kuwait will then have moved a giant step closer to being a fully integrated oil company. qed

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