Each one in plain English, with the numbers worked through for a shareholder.
15 Mar 2016debt default or forbearance▼ BadMajor
The waiver was extended to 15 April and widened to cover missed interest on the parent's 6.875% 2024 and 11% 2020 notes as well as EPL's own - by now the whole Energy XXI group was skipping bond payments. This is the last substantive disclosure in EPL's record.
EPL missed the 15 February interest payment on its 8.25% 2018 notes. Its bank lenders waived the resulting default only until 14 March, barred any new borrowing and required loan proceeds to sit in accounts they controlled. The company was in default on its bonds and being kept alive two weeks at a time.
Lenders amended the first-lien loan again, changing when EPL must guarantee its parent's debt and pledge its assets - tightening the ties binding the subsidiary's assets to the parent's borrowings.
EPL said its accounts from June 2014 through March 2015 could no longer be relied on: its hedging paperwork did not meet the documentation standard for hedge accounting, so derivative gains and losses parked in reserves should have run through profit all along. An accounting failure, not a cash one, but it cost the company credibility at the worst possible moment.
EPL signed a $325 million second-lien promissory note to its parent at 10% interest, funded by the parent's $1.45 billion issue of 11% secured notes, and used it to repay its share of the group revolver. The group was refinancing bank debt with far more expensive secured debt - the classic last stage before a restructuring.
With oil prices collapsed, lenders tightened the group's first-lien loan again, sharply restricting the parent's ability to pay dividends or make other distributions - a lender protecting itself rather than a borrower gaining room.
Lenders formally loosened the group leverage covenant from 3.5 to 4.25 times earnings, converting the waiver granted weeks earlier into a permanent change - relief bought before oil prices had even started falling.
Immediately after the merger EPL bought South Pass 49 interests from a sister Energy XXI company for about $230 million, repaid and cancelled its own $475 million credit facility and joined the parent's first-lien loan. The same filing disclosed that the group had breached its leverage covenant at 30 June - 3.6 times against a 3.5 limit - and needed a lender waiver. The first crack in the acquirer.
Energy XXI dismissed PricewaterhouseCoopers as EPL's auditor weeks after taking control, with no disagreements reported, folding the subsidiary into its own audit arrangements.
The merger completed on 3 June 2014 and EPL became an indirect wholly-owned subsidiary of Energy XXI, its shares delisted and its board and officers replaced. Holders received about 65% cash and 35% Energy XXI shares - the end of EPL as an independent company, sixteen months before its new parent's own debts began to unravel.
Bondholders consented to change the takeover definitions in the 8.25% 2018 notes, so the Energy XXI merger would not let them demand early repayment - removing the last financing obstacle to the deal.
EPL agreed to be bought by Energy XXI: shareholders could elect $39.00 cash, 1.669 Energy XXI shares, or a mix, prorated so the total was 65% cash and 35% shares. The board also adopted a bylaw forcing shareholder lawsuits into Delaware. Five years after leaving bankruptcy with 5% of its own equity, the surviving stock was being cashed out at $39.
EPL agreed to buy Nexen's Eugene Island 258/259 field for $70.4 million - five leases at full working interest producing about 900 barrels a day, 95% oil, with about $27 million of well-abandonment liability coming with them.
Shareholders approved lifting the ceiling on shares issuable under the 2009 incentive plan from 2.47 million to 3.57 million at the annual meeting, alongside the routine board and auditor votes.
6 Nov 2012asset acquisition disposition▲ GoodMajor
EPL completed the $550 million Hilcorp acquisition, funded by the new notes and bank borrowings, and at the same time expanded its secured facility from $250 million to a maximum of $750 million with maturity out to 2016. The company was now roughly three times the size it left bankruptcy at - and carried the debt to match.
The $300 million of additional 8.25% 2018 notes were issued and the proceeds placed in escrow pending completion of the Hilcorp purchase, taking EPL's bond debt to $510 million.
Now renamed EPL Oil & Gas, the company agreed to buy Hilcorp's Gulf of Mexico shelf subsidiary for $550 million - about 10,000 barrels a day and 36.3 million barrels of proved reserves, mostly ex-Chevron fields next to its own. By far its largest deal since the failed Stone bid, and more than twice the Anglo-Suisse purchase.
21 May 2012asset acquisition disposition▲ GoodMajor
Energy Partners bought W&T Offshore's 40% of the South Timbalier 41 field for $32.4 million, becoming sole owner of a field it already operated and adding about 960 barrels a day.
21 Nov 2011asset acquisition disposition● NeutralMajor
The Main Pass purchase closed at $38.4 million rather than $80 million, because an Apache subsidiary that already held a working interest exercised pre-emption rights over part of the package. The company got about half the assets it had agreed to buy.
Energy Partners agreed to pay $80 million for extra interests in the Main Pass complex it had bought into nine months earlier - from Stone Energy Offshore, a subsidiary of the same Stone Energy it had spent $52 million failing to acquire in 2006.
15 Feb 2011asset acquisition disposition▲ GoodMajor
The $210 million of 8.25% notes were issued and the Anglo-Suisse acquisition closed the same day for $200.7 million, the bond proceeds funding the purchase almost exactly. The rebuilt company now had a bond maturity in 2018 and a materially larger oil-weighted asset base.
To pay for the Anglo-Suisse assets the company agreed to sell $210 million of 8.25% senior notes due 2018, raising about $202 million - re-entering the unsecured bond market less than eighteen months after its previous notes were wiped out in bankruptcy, and at a far lower coupon than the 20% it paid on exit.