Each one in plain English, with the numbers worked through for a shareholder.
9 Feb 2011material agreement▲ GoodMajor
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.
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.
Energy Partners appointed three directors recommended by Carlson Capital, which owned about 9.4% of its shares: James Latimer, Bryant Patton and Steven Pully. Carlson agreed to vote for the company's 11-member slate at the 2008 annual meeting.
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.
On March 12, 2007 EPL filed a pre-commencement notice that it intends to launch an equity tender offer and a debt tender offer, announced in two press releases filed on a Form 8-K of the same date. The filing gives no price, size or terms, so nothing more can be stated. The issuer tender box is checked, i.e. these are EPL's own offers to buy back securities, which fits the 2007 recapitalisation in the context. This follows the failed Woodside bid and the sale process begun in October 2006, and no buyer was named in this record.
ATS (Woodside) filed its final amendment reporting that its $23.00 tender offer expired at 11:59 p.m. on November 17, 2006 without ATS accepting any shares, because certain offer conditions were not satisfied and ATS did not waive them. ATS has instructed the depositary to return all tendered shares, so the hostile bid ends without a purchase. ATS also filed a November 19 press release and a November 20 Australian exchange announcement, whose contents are not shown. The consent solicitation to replace the board is not addressed in this filing.
EPL amended its response only to add its November 17, 2006 Bank of America Energy Conference presentation, incorporated from a Form 8-K of the same date. The presentation's contents are not shown, so nothing about its substance can be stated. November 17 is also the date ATS's offer was set to expire.
EPL issued a November 14, 2006 press release saying it will continue its strategic alternatives process, including a possible sale, even if ATS walks away when its self-imposed deadline expires. It says multiple parties have signed confidentiality agreements, the board still views $23 as not reflecting full value, and ISS and Glass Lewis recommend rejecting ATS's consent solicitation. This continues the sale process and the opposition to ATS; no buyer or price is named.
ATS filed Amendment No. 14 on November 14, 2006 only to add a press release and an Australian Stock Exchange announcement of that date as exhibits. Their contents are not shown, so nothing about their substance can be stated. The offer price is unchanged at $23.00.