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Boone bags Pioneer
By EDITOR John Nielsen REPORTER H. John Steinbreder

(FORTUNE Magazine) – Texas oilman T. Boone Pickens has been a major force in restructuring the oil and gas industry. But in his most spectacular takeover attempts -- against Cities Service, Gulf, Phillips Petroleum, and most recently Unocal -- the prey managed to get away. Now, as head of Mesa Limited Partnership, Boone has finally bagged one. In a deal valued at about $800 million (or $24 a share), Mesa will acquire Pioneer Corp., an oil and gas company in Mesa's hometown of Amarillo, Texas. In contrast to Pickens's more storied skirmishes with the giants, the Pioneer deal was friendly. Pioneer merged with Mesa to sidestep a rival takeover bid of $23 a share by Minneapolis investor Irwin L. Jacobs, head of a group that held 14% of Pioneer's stock. The merger demonstrated the clout that a master limited partnership can wield in the depressed oil market. Where Jacobs would have had to raise money from oil-wary banks for his all-cash offer, Mesa merely pledged to issue new MLP units to Pioneer shareholders. The new units give the Pioneer shareholders equity in the merged company as well as rights to a $1.50-per-unit annual distribution for five years. Pickens created Mesa MLP out of Mesa Petroleum last December by issuing 67 million partnership units, valued at $900 million, and transferring about $930 million in long-term debt from the company. The main advantages: MLP yields are high -- as much as ten times those for common stock -- and they are not subject to double taxation the way stock dividends are. In using the partnership to finance a takeover, says Kurt Wulff, an energy analyst with Donaldson Lufkin & Jenrette, ''Mesa is breaking new ground.''