Special Report: The lavish and leveraged life of Aubrey McClendon

OKLAHOMA CITY Thu Jun 7, 2012 8:05pm IST

1 of 8. Chesapeake Energy Corp CEO and Oklahoma City Thunder Board of Directors member Aubrey McClendon (C) cheers on the Thunder in the finals seconds against the Los Angeles Lakers Game 3 of their NBA Western Conference playoff series in Oklahoma City, in this April 22, 2010 file photo.

Credit: Reuters/Bill Waugh/Files

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OKLAHOMA CITY (Reuters) - In an annex at the headquarters of Chesapeake Energy Corp, a unit informally known as AKM Operations manages a top company priority: the personal business of its namesake, Chief Executive Aubrey K. McClendon.

According to internal documents reviewed by Reuters, the unit's accountants, engineers and supervisors handled about $3 million of personal work for McClendon in 2010 alone. Among other tasks, the unit's controller once helped coordinate the repair of a McClendon house that was damaged by hailstones.

Fourteen miles south, at Will Rogers World Airport, Chesapeake leases a fleet of planes that shuttle executives to oil and gas fields -- and the McClendon family to holiday destinations. On one trip, the clan took flights to Amsterdam and Paris that cost $108,000; McClendon counted the trip as a business expense. In another case, Chesapeake logs show, nine female friends of McClendon's wife flew to Bermuda in 2010 without any McClendons aboard. The cost: $23,000.

Closer to home, McClendon pursues another of his passions: the Oklahoma City Thunder, the NBA franchise in which he owns a 19 percent stake. As with other assets, McClendon has melded his Thunder interest with Chesapeake business. The energy company signed a $36 million sponsorship deal, and it pays up to $4 million annually to brand the stadium Chesapeake Energy Arena.

What hasn't been previously disclosed is that McClendon mortgaged his future proceeds from the team to secure two bank loans.

The AKM unit, the jet flights and the Thunder relationship are part of the lavish but leveraged lifestyle that McClendon has built through Chesapeake, America's second-largest natural gas producer.

From the 111-acre corporate campus that he shaped with a meticulous eye for detail, McClendon has intertwined his personal financial interests with those of the publicly traded corporation he runs to a far greater degree than shareholders may realize, according to interviews, public records and hundreds of pages of internal Chesapeake documents reviewed by Reuters.

McClendon, 52, has put longtime friends on the Chesapeake board and showered them with compensation. Restaurants he has co-owned occupy buildings owned by the energy company. A Chesapeake executive has handled the CEO's personal land and oil- and gas-well transactions.

Few outsiders are privy to the sophisticated universe of services that Chesapeake provides McClendon. The existence and scope of AKM Operations, for instance, hasn't been previously reported.

"I have to be wary when I see this type of pattern of disregarding shareholders' best interests," said David Dreman, chairman of Dreman Value Management LLP, which owns about 1 million Chesapeake shares. "I think McClendon should go."

Beyond the mixing of personal and professional, another theme emerges from interviews and records: McClendon's seemingly insatiable desire to own more and more -- of everything.

Said a contemporary who knows McClendon well, "If you're competitive like Aubrey, you just always want to own more."

For Chesapeake, McClendon has overseen a spree of more than 100 real estate purchases in Oklahoma City in recent years worth more than $240 million, property records show. On land steps from the corporate campus, he directed his natural gas company to develop a luxury shopping center. Now, he's planning to open a Chesapeake-owned grocery store.

For himself, McClendon bought his neighbor's house near Oklahoma City and then the one behind that. He acquired a mansion on "billionaire's row" in Bermuda and later added a larger estate. He bought properties in Minnesota and Maui and near Vail, Colorado. He filled cellars in three states with trophy wines, and purchased 16 antique boats valued at $9 million.

Then McClendon mortgaged much of it -- and bought more.

'MEDIA FIRESTORM'

Normally, McClendon loves publicity. When Forbes put his face on the cover last fall and declared him "America's Most Reckless Billionaire," Chesapeake posted the story on its website.

But these are not normal times for McClendon. In the wake of Reuters reports that raised questions about his mingling of personal and corporate interests, the board stripped him of his chairmanship. The company faces IRS and Securities and Exchange Commission inquiries, more than a dozen shareholder lawsuits, and demands for change from its largest investors. Meantime, the board is investigating ties between McClendon's personal financial transactions and Chesapeake's.

Bowing to the pressure, Chesapeake said this week that four current board members will be replaced with new directors chosen by two top investors, activist Carl C. Icahn and Southeastern Asset Management. Along with a new independent chairman expected to be named later this month, the reconfigured board will effectively be controlled by shareholders -- a shift expected to serve as a check on McClendon.

Citing the lawsuits, McClendon declined to be interviewed for this story. In mid-May, however, he spoke to several hundred Chesapeake employees about the crisis.

"I encourage everybody to inhale," McClendon said at one point, according to a partial recording of the meeting reviewed by Reuters. "I'm fine. You're fine. And we're in the middle of a pretty unprecedented media firestorm today. I don't exactly know the origins of it and I don't exactly know when it ends, but I know that it will end, and we will emerge stronger. We will emerge more focused, and we will change in some ways that we probably need to change in."

In recent weeks, Reuters has reported that McClendon used his stakes in company wells to arrange $1.55 billion in financing from a major financier of Chesapeake and others; that a Chesapeake board member lent money to McClendon; that he sold his share of at least two large energy plays at the same time Chesapeake divested its interest; and that he operated a private $200 million hedge fund from Chesapeake offices.

"You can pick up the paper every day and read something negative about me or about the company," McClendon told his employees during the May meeting. "I would not have wished the past month on my worst enemy."

'MY WAY'

McClendon's fate will have implications well beyond Chesapeake. He has been one of the most influential CEOs of his generation, credited and sometimes cursed for championing the drilling technique known as hydraulic fracturing, or fracking. The controversial method has led to a vast boom in U.S. natural-gas production.

That boom has reduced American reliance on foreign energy and enriched his company and his hometown. Using his own cash and Chesapeake's, McClendon has helped rebrand Oklahoma City through philanthropy and real estate development. Once largely defined by a tragedy -- the domestic terrorist bombing of the Alfred P. Murrah Federal Building in 1995 -- the state capital is now emerging as a center of sports and culture.

In no small part, that revitalization was fueled by McClendon's vision and his commitment to the community and to Chesapeake. Subordinates say McClendon has four children -- Will, Callie, Jack and Chesapeake. They are only partly joking.

McClendon routinely works through weekends, and employees often wake to emails he has sent between midnight and dawn. He expects instant answers.

"He will ask me a question and push back when I hesitate," said McClendon's longtime architect, Rand Elliott. "He'll say, ‘Rand, what if we paint it blue?' And I'll say, ‘Let me think about it.' He'll insist, ‘No, I want you to give me an answer right now.' I asked him once, ‘Aubrey, why do you need to know now? How is it you can make decisions so quickly?' He said, ‘I make hundreds of decisions every day. I've gotten pretty good at it. And I think I hit 90 percent of them right.'"

McClendon is often portrayed as a visionary -- a Mellon or Rockefeller of his time: Chesapeake's geologists helped identify North American basins that may hold a hundred-year supply of natural gas. Yet those hefty reserves have pushed natural gas prices to among the lowest levels in a decade.

The CEO takes the long view, projecting optimism and self-confidence. In his most recent annual statement to shareholders, McClendon used the word "bold" 27 times to describe his stewardship of Chesapeake: "We made the bold decision..." "This is clearly a bold plan..." "We accelerated the next bold move..."

He's also a micro-manager -- not necessarily meddlesome, employees and business associates say, but obsessed. No aspect of a project is too granular. He helped pick the kind of peanuts served at a restaurant he owns. He inserts commas into press releases and measures the distance between Redbud trees near his office.

"I'll say, ‘I'd like all the tulips to be red,'" architect Rand recalled. "He'll say, ‘No, no, they've got to be multicolored.'"

Chesapeake is now a Fortune 500 company with 13,400 employees. It has grown so big and McClendon has sold so much stock -- dumping $569 million during a personal financial crisis in 2008 -- that he now owns less than 1 percent of the company.

Yet in many ways he still runs Chesapeake the way he did when he co-founded it with 10 employees in 1989. He meets every new Oklahoma City employee, in groups of 30 or 40, during an hours-long session. He takes out a large advertisement in the local paper that includes the pictures of the new hires.

McClendon also closely monitors their work, internal records show. Every six months he spends the bulk of a week in meetings to personally consider proposed bonus payments to hundreds of employees. The documents show the CEO gets briefed on matters as obscure as whether to discipline a mechanic in Texas who chronically complains to colleagues about his pay.

To McClendon, "every detail matters," said his minister, the Reverend Patrick Bright. Leaving church one Sunday, McClendon spotted a low-hanging tree branch that posed a traffic hazard. "Before I finished saying goodbye to everyone, I had an email from Aubrey," the minister recalled. "It was a picture of the branch sent from his phone."

Friends and colleagues say land is another preoccupation.

Under McClendon's direction, Chesapeake engaged in what the company described as a "land grab" to dominate shale plays around the country. According to internal emails and former executives, Chesapeake began paying above-market prices to squeeze out competitors. At times, former employees said, McClendon was too quick to approve deals.

"He is very easy to pitch because his general inclination is to say ‘yes,'" said one former employee. "It was really surprising. There weren't a lot of questions."

Last fall, McClendon held forth on his business philosophy during a forum on "creativity and conscious capitalism."

"I've always been comfortable thinking things through and doing it, more or less, my way," McClendon said. "You can be as creative as you want, but if you're … unwilling to work on the details, to see those put into action, then creativity is just dreams, or worse, hallucinations."

The tycoon added a wry joke. "There are some areas in our business where creativity is not particularly welcome -- for instance, if you're an accountant."

TOM SAWYER

With his warm face, rimless glasses and distinctive white mane, the athletic McClendon is sometimes mistaken for former NFL quarterback Archie Manning, the father of football superstars Peyton and Eli Manning.

Like the Manning brothers, McClendon comes from a family of achievers. He is a great nephew of former Oklahoma Governor Robert Kerr, co-founder of U.S. oil-and-gas pioneer Kerr-McGee Corp. His wife, Katie, is a Whirlpool heiress, and her relative, Kate Upton, is a Sports Illustrated swimsuit cover model.

"To say that he grew up with a silver spoon is wrong," said Chesapeake senior vice president Thomas S. Price Jr., a confidant. "The implication is that he pulled the lever on the slot machine in life and ding-ding, got lucky -- and nothing could be further from the truth."

McClendon worked hard for everything he has accomplished, friends say, and his competitive drive emerged at an early age.

He received his first business lesson as a teenager, mowing neighborhood lawns in suburban Oklahoma City, the friends say. McClendon competed against a boy named Shannon Self, and one day noticed that Self's younger brother was cutting some of Self's lawns. McClendon discovered that his competitor had sub-contracted the work to his brother. Self was mowing more lawns and making more money than McClendon with less effort.

"He calls it his 'painting the fence' story, the scene where Tom Sawyer gets his friends to whitewash the fence," said a friend.

The episode served as an early example of McClendon's penchant for collecting smart and loyal friends and keeping them close. Self became a founding Chesapeake board member and remains a McClendon legal adviser.

A review of proxy statements shows that from 1995 through 2005, while Self served as both a Chesapeake board member and a partner shareholder in successive law firms, those firms billed Chesapeake for $6.3 million in legal work. Self retired from the board in 2005 with 232,972 Chesapeake shares then worth $4.8 million and another 288,750 stock options.

Self wasn't the only board member to profit handsomely while supervising McClendon. Until just a few weeks ago, when pay and perks were curtailed in response to public scrutiny, the Chesapeake board was one of the most generously paid in the U.S. oil and gas industry, according to a review of proxy statements.

From 2009 through 2011, Chesapeake paid $13.3 million in total compensation to 10 non-executive board members. By comparison, Exxon Mobil, the world's third-most-profitable company in 2011, paid 13 non-executive board members $9.9 million during the same period.

Though Self left the board in 2005, McClendon's friend continued to exercise a perk bestowed on board members -- flying on Chesapeake-leased aircraft. In 2009, logs show, Self flew with his family from Oklahoma City to the Grand Caymans. In total, Self and family members logged $150,000 worth of personal flights on Chesapeake planes in 2010, records show.

Self did not respond to requests for comment.

Other Chesapeake board members were such frequent fliers in 2010 that some logged far more personal flights than business flights on company-leased jets, internal documents show.

Corporate plane use for business and personal flights is considered a prime perk for American executives and board members. It is legal if properly disclosed, though personal trips can be subject to income tax.

Chesapeake discloses such travel but only for board members and a few top executives. It does not detail how many flights each individual took, or where and with whom the individual traveled. Reuters reviewed internal company logs, which list specific flights and include dates, airports and passenger lists.

Board member Merrill "Pete" Miller, for example, the chief executive of National Oilwell Varco and Chesapeake's lead independent director, took $160,000 in free personal flights -- twice as much as he spent on business travel.

Former Oklahoma governor and current board member Frank Keating spent $57,000 in business flights, mostly to shuttle between Oklahoma and Washington, and $175,000 worth of personal flights. A round-trip flight with 10 friends to Alaska cost Chesapeake shareholders $71,000.

Miller did not respond to requests for comment. Keating referred questions to Chesapeake, which did not respond.

WEEKENDS IN BERMUDA

Even the board's most frequent fliers cannot rival McClendon's use of jets that the company leased. His contract permits him to take unlimited business or personal flights for free (though he must pay taxes for certain personal flights). Friends and family, the contract says, also fly for free.

On June 15, 2010, a Gulfstream 550 jet leased by Chesapeake departed Oklahoma City bound for Amsterdam with three passengers: McClendon and his two sons, Jack, now 26, and Will, 19.

McClendon gave a speech to a natural-gas conference shortly after arriving, then took the next two weeks off for a family vacation. According to logs reviewed by Reuters, the trio was joined by McClendon's wife, Katie, and together the four flew back from Paris. The charter flights cost $108,000 and were billed as "business," the logs show.

The flights were among 155 business charters McClendon logged in 2010 at a cost of $2.25 million. He brought family members along for at least 17 of those flights, billed as business expenses and valued at more than $370,000.

Chesapeake executives, board members and their families also take what the company characterizes as "personal" flights. In 2010 the McClendons took at least 75 personal flights on Chesapeake-leased aircraft. The cost: an estimated $830,000 to $875,000. Although his contract affords him unlimited use of the jets for himself, his friends and his family, McClendon reimbursed the company $375,000 for personal flights that year, according to a proxy.

The McClendons took personal trips to Mexico, the Cayman Islands and New York. Bermuda, where the McClendons own vacation properties, was also a favored destination. One Friday in fall 2010, McClendon, his wife and a son flew to the island and flew back to Oklahoma City by Monday. Total cost: $34,000. The following weekend, his wife and daughter jetted there. Total cost: $27,000.

Personal use of corporate jets has abated since the SEC imposed stricter reporting rules in 2006. Travel by relatives in particular has declined, said Paul Hodgson, senior research associate at GMI Ratings, a corporate-governance ratings firm, "because the fierce light of disclosure is on them." Chesapeake's use of the perk appears relatively heavy, some experts said.

The jet travel is an indicator of wider troubles at the company, said John Liu, the comptroller for New York City, which holds 1.9 million shares of Chesapeake stock.

"It's becoming clear that the excessive perks and problematic related-party deals that the company discloses, which have long caused concerns among investors, are only the tip of the iceberg," Liu said. "But, at this point, it's no longer shocking given the company's pattern of behavior."

AKM OPERATIONS

McClendon's personal business affairs are tracked in the low-slung building on the fringe of Chesapeake's corporate campus, where at least six company employees work.

This is AKM Operations.

Chesapeake regularly discloses that McClendon receives personal accounting and engineering support from company employees; his contract allows him to use company facilities for his "personal businesses, investments and activities." But the scope and sophistication of the support, including AKM Operations, is not broken out in public disclosures.

In 2010, Chesapeake employees spent more than 15,000 hours working on McClendon's personal projects, according to internal records reviewed by Reuters. The cost: about $3 million.

In 2011 the documents projected that Chesapeake employees would do about $3.2 million in work for McClendon.

The company keeps detailed records because McClendon's contract calls for him to provide "a partial reimbursement" of the salaries, benefits and indirect costs of the Chesapeake employees who are "primarily designated to" work on his personal businesses. He does not reimburse the company for "secretarial or general administrative support," according to his contract.

The agreement also calls for Chesapeake to pay a portion of the accounting and engineering work as part of McClendon's annual compensation. In 2008 he received $708,339 in both accounting and engineering support. In 2009 it totaled $685,669, according to the proxies.

In 2010 the company covered $250,000. Given that the accountants and engineers provided an estimated $3 million worth of personal work to the CEO, McClendon would have owed Chesapeake about $2.7 million for services that year. One Chesapeake document reviewed by Reuters showed McClendon reimbursed the company for the difference.

People familiar with the process said the arrangement could amount to a 12-month loan because McClendon does not need to reimburse the company until the end of the year.

Most of the accounting work is performed by the special AKM unit. Consider the job held by Bryan Ott, an accountant who earned $200,000 at Chesapeake last year. His job title is "Controller, AKM Business Operations," but Ott does much more than manage McClendon's money.

When McClendon put a vast Oklahoma ranch up for auction, he had Ott handle the matter. When hail damaged a local home McClendon was buying, Ott coordinated the repair so the sale could be completed. Ott also is the registered website administrator for several McClendon personal projects, including one for a massive Lake Michigan resort that has drawn the ire of many townsfolk, and another for a McClendon holding company, Arcadia Resources.

Arcadia Resources also acts as a Chesapeake contractor. An Arcadia consultant, Scott Mueller, supervises Ott and at least five other Chesapeake employees working full-time for AKM Operations. Mueller reports directly to McClendon.

Until last year, Chesapeake employee John Garrison was the highest-paid person working with AKM Operations. He earned $800,000 in salary and bonuses, plus another $1 million in equity compensation.

Garrison played a variety of roles. He served as treasurer of the McClendon Family Foundation, a 501c3 charity. He also helped McClendon run the $200 million hedge fund from Chesapeake offices, a fund whose existence was disclosed by Reuters on May 2. Garrison retired late last year and is now a contractor for the AKM unit. His current compensation could not be learned.

The AKM unit is supplemented by scores of Chesapeake engineers who, among other duties, help calculate McClendon's reserve holdings in a special incentive program that gives him a chance to invest in every well the company drills. In 2010 at least 60 engineers spent on average six days each on McClendon-related projects, the records show. Some engineers spent mere hours; one logged more than 100 eight-hour days.

"Even if it's true that the executives are reimbursing for using company employees, having this kind of relationship with the company is treating it as a personal fiefdom," said Hodgson of GMI Ratings.

WINE AND BURGERS

Separating McClendon's business interests in Oklahoma City from Chesapeake's isn't easy.

For example, McClendon holds an interest in a local restaurant, Metro Wine Bar & Bistro, which occupies space owned by a Chesapeake subsidiary.

Across the street from the corporate campus, McClendon co-owns Irma's Burger Shack, often filled with Chesapeake employees during the lunch hour. According to a proxy, another restaurant McClendon co-owns, Deep Fork, catered Chesapeake events in 2007 and 2008 at a cost of $390,000.

As a co-owner of the Thunder basketball team, McClendon sits in the front row at games. As Chesapeake CEO he presides over a company that signed a $36 million, 12-year sponsorship deal with the team. This year the company pledged to buy $3 million worth of tickets, and many were distributed to employees and Chesapeake business associates.

Although McClendon's net worth is pegged by Forbes at $1.1 billion, he has mortgaged much of what he owns: the restaurants, the wine, the boats, the homes, proceeds from three accounts at Goldman Sachs, his stake in private companies and his stake in thousands of Chesapeake wells. The well financing from one backer alone, EIG Global Energy Partners, totals $1.3 billion, according to a person familiar with the deals.

McClendon has even mortgaged part of his stake in his beloved Thunder.

He holds 19 percent of a team valued at $350 million. But twice, McClendon has pledged his share of future proceeds from the Thunder as collateral for loans, from Bank of America in 2009 and Wells Fargo in 2010, according to records reviewed by Reuters. Neither loan has been previously disclosed.

Further particulars of the Thunder loans -- the amount McClendon borrowed, whether they have been repaid or whether the NBA or his Thunder partners were notified -- could not be determined.

Neither of the banks, nor McClendon and his spokesman, would elaborate on the Thunder loans.

THE MCCLENDON GARGOYLES

McClendon is generous with his money. He has donated roughly $15 million to Duke University, his and his wife's alma mater, and $12.5 million to the University of Oklahoma, his parents' alma mater. At Oklahoma, the McClendon Center for Intercollegiate Athletics is adjacent to the football stadium, and the McClendon Honors College is named after McClendon's parents.

At Duke, attended by all three McClendon children, a prominent dorm and visitors' center carry the family name. The chapel organ is named in honor of Katie McClendon.

So prolific were McClendon donations to Duke that the university once honored the couple by commissioning gargoyles in their likenesses, hanging them above an arch on the dorm, McClendon Tower. According to the artist, Katie McClendon found them too ostentatious; they were later removed.

Beginning about six or seven years ago, McClendon, through Chesapeake, helped lead a concerted effort to remake Oklahoma City. The company started buying land around its campus, including half of the neighborhood across the street. Chesapeake kept mum about its plans. Many outsiders expected more office buildings; they were wrong.

In late 2008, McClendon strolled into Balliets, the closest thing in Oklahoma City to Neiman Marcus. He approached the co-owner, Bob Benham.

"Aubrey came in with a picture of a dress that he had torn out of The New York Times magazine," Benham recalled, "and he wanted to see if he could get it for his wife."

Benham promised to try. "Then Aubrey spent the next 40 minutes asking me about my background and strategies for the store," the owner remembered. "It struck me as odd, because here's a guy running a huge energy company. Why would he be interested?"

Benham found the dress in Japan -- a Salvatore Ferragamo -- and had it shipped to Katie McClendon within 48 hours. McClendon, it turns out, had been testing him, Benham said.

A few months later, a Chesapeake executive approached Benham and said, "Aubrey wants you to anchor Classen Curve," a shopping center that McClendon envisioned, located steps from the Chesapeake campus.

A chic and sleek shopping venue, Classen Curve is owned by Chesapeake. It now includes stores with names such as On a Whim, Green Goodies and Uptown Kids. The gastro sports pub Republic serves smoked-salmon sliders. Matthew Kenney OKC offers gourmet raw vegan meals. Even the dumpsters are classy, camouflaged by high-end brick and steel.

"Aubrey saw it as a quality of life issue," Benham said. "These things seem peripheral to Chesapeake but really aren't. You have to have the amenities to attract people."

McClendon calls the amenities "the jewels" -- and on campus they include a 72,000-square-foot fitness center, Olympic-sized swimming pool and health center that offers teeth whitening and Botox injections.

The Classen Curve project is not disclosed in any shareholder filings. Business does not appear brisk; parking lots were largely empty on recent weekdays and many of the shops were vacant.

Benham said Chesapeake is choosy. "They could fill the place up tomorrow," he said, "but they want a certain type of tenant."

LAND, LAND, LAND

Chesapeake's expansion in Oklahoma City stretches far beyond Classen Curve.

Since 2004 the company has purchased at least 108 local properties for at least $240 million, according to a Reuters analysis of Oklahoma land records. More than half were purchased at prices well above the assessed market value. The 108 tracts and buildings were valued by the Oklahoma County Assessor's Office at a total market value of $146 million at the time of the purchases. In Oklahoma City, "market value" is based on recent sales data, said Larry Stein, the county's chief deputy assessor.

Chesapeake paid $38 million for an office building valued at $27 million and $10 million for a church valued at $1.4 million. In 2006 it paid $16 million for Nichols Hills Plaza, a 50-year-old shopping center that was valued at $6.3 million. The company plans a major renovation, said Nichols Hills Mayor Sody Clements.

"We don't have the money to do it and he does," the mayor said, interchanging, as many locals do, McClendon for Chesapeake. "He raises the bar on everything."

From fashion shops to food, McClendon's vision is reshaping the area near Chesapeake and Nichols Hills. When he became frustrated that Oklahoma City lacked a Whole Foods Market, he persuaded the popular organic chain to bring one to his hometown -- and then leased it space on land owned by Chesapeake, across the street from his office.

At Nichols Hills Plaza, the energy company is planning to go into the grocery business itself, internal records show. Chesapeake plans to reopen the shuttered Nichols Hills Market and recently put two grocery store managers on its payroll. Their combined salaries exceed $200,000.

"I think in another life he would have been a city planner or architect," said the former employee, who worked closely with McClendon for years. "It's like playing with Legos for him, envisioning something in his mind, seeing it laid out. He wants to reshape things."

MANY HOMES

Even at rest, McClendon remains competitive.

His wine collection, stored in cellars across three states and the Caribbean, exceeded 2,000 bottles, according to a 2009 inventory. It included a six-liter bottle of 1945 Mouton Rothschild, valued at about $100,000.

"This is not a particularly connoisseur-y cellar," said Benjamin Wallace, the best-selling author of "The Billionaire's Vinegar," who reviewed McClendon's wine roster. "It's pretty much exclusively big-name trophy vintages. Just eye-balling it, it's got to be worth millions."

McClendon also owns a $12 million collection of antique maps that fill the walls of Chesapeake buildings.

"His collection of Oklahoma maps and nearby states would be the envy of the Library of Congress," said Graham Arader, the broker who helped him acquire it. McClendon once angered some shareholders by selling the maps to Chesapeake to meet a margin call; he subsequently agreed to buy them back.

In 2005, McClendon set his sights on Bermuda's so-called billionaire's row, a neighborhood that included the vacation homes of Michael Bloomberg, Ross Perot and former Italian Prime Minister Silvio Berlusconi.

First, he bought an $8.6 million home and spent $12 million to renovate it. Next he bought the grandest property there for $20.8 million: an 8-acre tract once owned by industrialist Henry Clay Frick's descendants. McClendon gave the Frick site a makeover and sold it for a small profit. Last year his wife bought an $11 million house there, perched over a spectacular cliff.

In his Oklahoma neighborhood, McClendon and his wife live in a $4 million, 9,000-square-foot stone mansion in Nichols Hills, the tony enclave surrounded by Oklahoma City just a four-minute commute from the Chesapeake campus.

He also owns the house next door, purchased for $2.3 million, and the one behind that, which cost $700,000, records show. For a time, McClendon also owned yet another neighboring house.

'COMMIT TO THE LORD'

McClendon, an Episcopalian, sometimes invokes religious themes at work. Each day he helps select a quotation that is emailed to employees. Some are from the Bible.

A May 2 email quotes Proverbs 16:3: "Commit to the Lord whatever you do, and your plans will succeed."

Chesapeake also has three "corporate chaplains" on staff. According to a 2011 job posting, the chaplains provide confidential career, marriage, parenting and substance-abuse counseling as well as "spiritual consultation."

The chaplain positions are among Chesapeake jobs that reflect McClendon's passions. A keen student of history, he has a company historian on staff.

A proponent of good health for his employees, he also hired the 2006 winner of the World's Strongest Man contest, Phil Pfister, in part to promote exercise. On his website, Pfister says he's a man to whom "flipping cars, pulling two 18-wheelers or ‘toting tonnage' comes naturally."

The historian and the World's Strongest Man, who each earn more than $100,000, have other duties at Chesapeake. The strongman, for example, promotes Chesapeake's development efforts in important drilling regions.

ROWING ALONG

McClendon has poured Chesapeake resources into another love: rowing.

In a remarkable feat, Oklahoma City transformed its dry and weed-choked riverbed -- "nothing more than a big ditch," says Mayor Mick Cornett -- into an Olympic-class rowing venue.

Chesapeake built two of the venue's signature attractions, the sleek $3 million Chesapeake Boathouse and glass-sheathed $7 million Chesapeake Finish Line Tower.

McClendon also put 10 Olympic hopefuls on the Chesapeake payroll.

They earn modest salaries -- $30,000 to $40,000, plus benefits -- and are assigned to departments such as finance and community relations. Even so, according to Chesapeake documents, each of the 10 is officially classified the same way: "Rower."

Some of the rowers McClendon hired have also flown with him aboard a Chesapeake-leased jet.

On December 12, 2010 -- a Sunday -- the CEO took five rowers on a one-day trip to San Diego, the flight logs show. McClendon brought a son along, too.

Total round-trip cost to shareholders: $34,000.

(Additional reporting by Robin Respaut, Jennifer Ablan and Joshua Schneyer in New York and Alexander Cohen in Washington; editing by Blake Morrison, Michael Williams and Prudence Crowther)

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