Well, it's done. Pogo Producing Co.-what's left of it, and it's a lot-will go to Plains Exploration & Production Co.

Pogo is among E&P companies that have been pressured by hedge-fund managers in the past couple of years to rationalize their portfolios and, eventually, into a sale. In the case of Pogo, the active shareholder was Daniel Loeb, founder of Third Point LLC. He was also active in Western Gas Resources Inc., which went last year to Anadarko Petroleum Corp.

Barry Rosenstein at Jana Partners LLC was behind The Houston Exploration Co.'s sale to Forest Oil Corp. this year. And, he partnered with Carl Icahn on pressuring Kerr-McGee Corp. into asset sales and its eventual sale to Anadarko last year.

Third Point holds 7.9% (4.62 million) of outstanding Pogo shares; Pogo chief Paul G. Van Wagenen holds 1.3% (773,000). Other major shareholders are PrimeCap Management Co. (10.6%), State Farm (9.5%), TRT Holdings Inc. (9.2%), Third Avenue Management (6.2%) and Klingenstein, Fields & Co. (5.3%).

Loeb and Van Wagenen have said they will vote their shares for the Plains deal, which is a stock and cash offer, thus each will hold a position in Jim Flores' company. Third Point is already a shareholder in Plains, holding 7.6% (5.5 million) of outstanding shares. Flores holds 2.2% (1.6 million).

Other major shareholders in Plains are FMR Corp. (16.1%) and BlackRock Inc. (7.6%).

Loeb was invited to participate in another producer-the Abraxas MLP, which plans to IPO this year. Third Point holds 8.5% (1.1 million) of outstanding Abraxas Energy Partners LP shares; Abraxas Petroleum Corp. holds 39%. Other investors include Lehman Brothers MLP Opportunity Fund LP (1.2 million) and Citigroup Global Markets Inc. (1.2 million).

The Pogo news came at press time after the company had already sold its Canadian assets (to Northrock Resources Ltd. for $2 billion in cash) and its Gulf of Mexico assets (to Energy XXI Ltd. for $420 million in cash). The divestments left it with an onshore U.S. portfolio.

And, this suits U.S.-focused Plains just fine. After closing, Plains will have some 635 million barrels of oil equivalent of mostly long-life proved reserves (219 million of these from Pogo) and 1.4 billion of total reserves potential. It plans the ultimate E&P MLP, calling it "one of the best-in-class MLPs in the E&P marketplace."

Meanwhile, Icahn manages funds that hold shares (3.1 million) of Anadarko, Williams Cos. (4.8 million) and Talisman Energy Inc. (4.8 million), and briefly held 13.5 million shares in Tom Ward's SandRidge Energy Inc. due to Ward's acquisition of Icahn-controlled NEG Holdings. SandRidge plans an IPO later this year.

Ronald Barone, an analyst with UBS, reported earlier this year, "We do not believe Williams is a takeover candidate (and) view activist shareholder Carl Icahn as having a positive influence on the company's share price."

Third Point also has significant interests in Massey Energy Co., Vanguard Natural Resources LLC and former Patina Oil & Gas chief Tom Edelman's BioFuel Energy Corp.

As for Jana Partners, it now holds stock in Forest, which paid cash and stock for Houston Exploration in June. Prior to closing, other major shareholders in Forest were The Anschutz Corp. (12.6%), FMR Corp. (12.3%), Janus Capital Management (8.3%), T. Rowe Price (6.0%), Wachovia Corp. (5.4%) and Artisan Partners (5.3%).

Jana Partners also has interests in GMX Resources Inc. (1.5%) and Rancher Energy Corp. (10%).

Forest had the support of Jana Partners, which held 14.7% of outstanding Houston Exploration shares and agreed to not affect Forest through June 2008.

Rosenstein said, "Given the current environment, we believe this is a good deal and we have confidence that Forest Oil is the right company to maximize the value of these assets. Forest Oil has a strong track record of keeping F&D costs and operating expenses low, and its disciplined management team has maintained some of the most favorable cost controls in the industry during the inflationary period of the last several years."

Loeb wasn't as complimentary of Van Wagenen and other Pogo board members this spring. He wrote, "While we are disappointed in the results achieved under your leadership, we continue to believe the company's assets are valuable and under-utilized...We have no faith in the current board's ability...."

Loeb, Rosenstein and Icahn could get together and make a giant E&P company, rolled up from Western Gas, Kerr-McGee, Anadarko, Houston Exploration, Forest, GMX, Rancher, NEG, SandRidge, Pogo, Plains E&P, Williams and Talisman.

Toss in BioFuel Energy and call it Green E&P.

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