Each one in plain English, with the numbers worked through for a shareholder.
9 Jan 2008substantial holder notice● Neutral
Farallon Capital Partners, L.P, Farallon Capital Institutional Partners, L.P, Farallon Capital Institutional Partners II, L.P, Farallon Capital Institutional Partners III, L.P, Tinicum Partners, L.P, Farallon Capital Offshore Investors II, L.P, Farallon Capital Management, L.L.C, Farallon Partners, L.L.C, Chun R. Ding [See Item, William F. Duhamel, Richard B. Fried, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant [See Item, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes [See Item, Thomas F. Steyer, Mark C. Wehrly reported a EPL OIL & GAS, INC. shareholding of 2,045,800 shares (6.50% of votes) in a periodic institutional filing.
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.
Farallon Capital Partners, L.P, Farallon Capital Institutional Partners, L.P, Farallon Capital Institutional Partners II, L.P, Farallon Capital Institutional Partners III, L.P, Tinicum Partners, L.P, Farallon Capital Offshore Investors II, L.P, Farallon Capital Management, L.L.C, Farallon Partners, L.L.C, Chun R. Ding, William F. Duhamel, Richard B. Fried, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier, Thomas F. Steyer, Mark C. Wehrly disclosed a new substantial EPL OIL & GAS, INC. shareholding (6.30% of votes).
Amber Capital LP, Amber Capital GP LLC, Michel Brogard, Joseph Oughourlian reported no remaining EPL OIL & GAS, INC. shareholding in its periodic institutional filing.
Amber Capital LP, Amber Capital GP LLC, Michel Brogard, Joseph Oughourlian reported a EPL OIL & GAS, INC. shareholding of 2,473,300 shares (6.35% of votes) in a periodic institutional filing.
Robert S. Pitts, Jr, Steadfast Capital Management LLC, Steadfast Advisors LLC, Steadfast Capital, L.P, American Steadfast, L.P, Steadfast International Ltd reported no remaining EPL OIL & GAS, INC. shareholding in its periodic institutional filing.
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.
Amber Capital LP, Amber Capital GP LLC, Michel Brogard, Joseph Oughourlian disclosed a new substantial EPL OIL & GAS, INC. shareholding (5.30% of votes).
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.
Energy Partners signed a merger agreement to buy Stone Energy at $51.00 a share in cash or shares, with the cash portion capped at about $723 million and the share exchange collared between 2.066 and 2.525 of its own shares - a transformational deal that would roughly double the company.
Stone Energy's board judged Energy Partners' cash-and-shares offer superior to Stone's existing agreed merger with Plains Exploration & Production, putting the much smaller Energy Partners in front to buy it.
The bank facility was enlarged from $200 million to $300 million, with an initial $225 million borrowing base, room to reach $400 million and maturity pushed out to 2011 - firepower assembled days before the company launched a takeover bid far larger than itself.
Javan Ottoson joined as senior vice president for drilling and engineering from April 2006, adding technical depth as the company pushed to grow its Gulf of Mexico drilling programme.
