Each one in plain English, with the numbers worked through for a shareholder.
18 Jan 2011material agreement▲ GoodMajor
Energy Partners agreed to buy shallow-water Gulf of Mexico producing assets from Anglo-Suisse Offshore Partners for $201.5 million cash - about 3,000 barrels a day, 92% oil, and roughly 8 million barrels of proved reserves next to its existing South Timbalier and East Bay fields. Its first real expansion since the bankruptcy.
Energy Partners redeemed the whole $61.1 million of 20% pay-in-kind notes held by Carlson Capital, Wexford and other exit lenders less than a year after issuing them, and at the same time replaced KPMG with PricewaterhouseCoopers as auditor. The most expensive piece of the bankruptcy financing was gone.
17 June 2010director officer appointment▲ GoodMajor
The GE Capital exit facility was reset with a $70 million borrowing base and a fresh $25 million term loan, conditional on redeeming the 20% pay-in-kind notes issued at emergence - the first step in getting out from under the punitive rate the company had accepted nine months earlier.
Jonathan Gross joined as senior vice president for geosciences on $275,000, rebuilding the technical bench alongside the first annual shareholder meeting since the company emerged from bankruptcy.
The reorganised company set new pay for its non-executive directors - $20,000 a year in cash or shares plus committee fees and a $100,000 annual equity grant - as a largely new board took its seats.
6 Oct 2009director officer appointment● NeutralMajor
Gary Hanna took over as chief executive on the day the company left bankruptcy, on a three-year contract paying at least $400,000 plus a bonus paid in shares, replacing Richard Bachmann, chairman and chief executive throughout the company's independent life up to that point.
25 Sept 2009bankruptcy or receivership● NeutralMajor
Energy Partners emerged from Chapter 11 on 21 September 2009, issuing 38 million new shares to noteholders and 2 million to existing shareholders. The old 8.75%, 9.75% and floating-rate notes and every existing equity plan were cancelled; new money came from a GE Capital exit facility and $61.1 million of 20% pay-in-kind second-lien notes taken by Carlson Capital, Wexford and others. The company survived intact; its shareholders kept a twentieth of it.
The court confirmed the reorganisation plan on 3 August 2009: noteholders take 95% of the new equity in exchange for their claims and existing shareholders are left with 5%, with management options able to take up to a further 3%. Emergence still depended on lining up an exit facility.
In bankruptcy, the offshore regulator demanded a further $10.95 million of security for plugging costs at East Bay; the company agreed to raise its quarterly trust payments from about $1.2 million to about $2.04 million, on top of the $36.1 million already promised.
Energy Partners and its US subsidiaries filed for Chapter 11 in Houston on 1 May 2009, having failed to repay the borrowing-base shortfall. It went in with a plan support agreement already signed by its noteholders and a settlement term sheet with the offshore regulator, so the outcome was largely pre-negotiated.
The banks extended the $38 million deadline again to 1 May and agreed not to act on the defaults already in place or expected - late audited accounts, broken financial ratios, and the cross-default from a missed interest payment on the notes. A holding pattern, not a fix.
A cut to its borrowing base left Energy Partners owing its banks a $38 million shortfall it plainly could not pay; the lenders granted a short extension to 14 April while a forbearance was negotiated, and the company stated openly it might have to file for bankruptcy protection.
The offshore regulator issued a non-compliance notice after Energy Partners failed to post $16.7 million of supplemental bonds securing its well plugging and platform removal obligations, and threatened to shut in its South Pass 27 and 28 facilities within three weeks. The first public sign the company could no longer meet its cash calls.
Under pressure from activist holder Carlson Capital, which owned about 9.4%, the board appointed three of its nominees - James Latimer, Bryant Patton and Steven Pully - as directors in exchange for Carlson supporting the company's slate. Carlson would still be there in 2009, this time as one of the lenders financing the company out of bankruptcy.
Joseph Leary joined as chief financial officer, another change in a finance seat that had turned over repeatedly since 2005, as the company carried its new $450 million of notes into a weakening Gulf of Mexico business.
The Castex sale closed for about $72 million, used to pay down the revolver. The reserves sold were only about a third of the divestment package the company had been marketing; it was still shopping the rest of its non-core offshore assets with no assurance of price.
5 June 2007director officer appointment● NeutralMajor
Energy Partners agreed to sell substantially all its onshore south Louisiana assets to Castex Energy 2007 for $71.7 million cash - selling back to the Castex group the kind of onshore position it had bought from them for $146 million in early 2005 - and separately approved new long-term incentive awards for management.
Energy Partners drew $70 million on its new facility to pay for the shares bought back in its self-tender, completing the leveraged buyback and leaving the company smaller in equity and much larger in debt.
The recapitalisation closed: $300 million of 9.75% senior notes due 2014 and $150 million of floating-rate notes were issued, alongside a new Bank of America secured credit agreement. This roughly $450 million of unsecured debt is what the company could not carry two years later.
Energy Partners signed the purchase agreement with its underwriters for the $450 million private note sale that funds the buyback and refinancing announced in March.
Bank of America committed to finance a recapitalisation: a $300 million secured revolver plus at least $450 million of new notes or bridge loans, to buy back up to $200 million of shares and refinance both the bank facility and the 8.75% 2010 notes. Having failed to buy Stone, the company chose to lever up and shrink its own equity instead.
Energy Partners and Stone Energy tore up their merger agreement and released each other from all claims, with Energy Partners paying Stone $8 million to walk away and writing off $44.5 million of deal costs - including the $43.5 million it had already paid Plains Exploration to break Stone's earlier merger. Roughly $52 million was spent for nothing.
18 Sept 2006security holder rights change● NeutralMajor
The board adopted a shareholder rights plan - a poison pill penalising anyone who buys 10% without its approval - aimed squarely at ATS Inc.'s pending tender offer for the company, while carving out the Stone merger it was still trying to complete.
Facing a hostile tender offer, the board signed indemnity agreements with every director and officer, widened the existing change-of-control severance arrangements and added a new plan covering all remaining staff, explicitly treating completion of the bid as the trigger.
With the Stone deal under strain, Energy Partners went to the Delaware Chancery Court to have its own rights under the merger agreement confirmed - the first public sign the acquisition was in trouble.