Past year: ▲ 29%(26.87 – 39.14 USD)
Each one in plain English, with the numbers worked through for a shareholder.
9 Nov 2006business combination● Neutral
EPL filed a November 9, 2006 letter from Bachmann to employees urging them to discard ATS's gold consent card and sign EPL's white revocation card. It says multiple parties have signed confidentiality agreements, fewer than one percent of stockholders have accepted the $23 offer, and proxy advisers ISS and Glass Lewis recommend rejecting ATS's consent solicitation. This continues the fight over the board and the sale process; no buyer or price is named.
8 Nov 2006business combination● NeutralMajor
EPL said it offered to share confidential information if ATS extended its tender offer and suspended its consent solicitation until about January 15, 2007. ATS refused to extend past November 17 or suspend the solicitation, so the board withheld information, kept pursuing alternatives and again urged rejection of the $23 offer.
8 Nov 2006business combination● Neutral
ATS says EPL's advisor Evercore told ATS's adviser Credit Suisse on November 7, 2006 that ATS could see confidential data only if it suspended its offer and consent solicitation until January 15, 2007. The filing also reports that on November 7 the US foreign-investment review panel (CFIUS) found a full investigation was not warranted, ending its review of the proposed deal, and that ATS wrote to EPL shareholders on November 8. The price is unchanged at $23.00. The CFIUS clearance removes one regulatory hurdle for ATS; the filing does not say a deal is agreed.
6 Nov 2006business combination● Neutral
On November 6, 2006 EPL's chairman and CEO Richard Bachmann wrote to Woodside's CEO Don Voelte, calling Woodside's November 2 letter neither correct nor constructive. EPL said it will give ATS confidential information on terms consistent with a fair process, but would require ATS to set aside its November 17 deadline, which it called unrealistic and incompatible with such a process. This continues the contest: EPL answers ATS's request for access to sale-process information with a condition rather than a refusal.
3 Nov 2006business combination● Neutral
ATS (Woodside) filed Amendment No. 12 on November 3, 2006 to add a Supplement to the Offer to Purchase dated November 2, 2006, a revised letter of transmittal and other revised forms. The price stays at $23.00 per share. The filing text shown does not describe what the Supplement changes, so nothing further about its substance can be stated.
2 Nov 2006business combination● NeutralMajor
ATS reported that it filed its definitive consent statement on October 30, 2006, and that EPL filed a definitive consent revocation statement on November 1 opposing it. ATS replied on November 2 that it would sign a confidentiality agreement to see EPL's information, provided the terms do not force it to end the offer or restrict its disclosures to shareholders, and repeated it will not extend beyond November 17. The $23.00 price is unchanged. This continues the standoff: both sides are fighting the consent vote while ATS says it may engage in the sale process.
1 Nov 2006business combination● NeutralMajor
EPL's board reported that ATS dismissed its Delaware claims on October 26, 2006, and, as EPL describes it, ATS abandoned any increase to $23.50 or $24.00 and said it would not extend beyond November 17. On November 1 EPL sent ATS a letter and company information, the same material it is giving other interested parties, to try to draw ATS into the sale process. The letter says shareholders have already rejected the offer three times and says the attached presentation describes a 76% exploratory success rate in 2006 to date. This continues the contest, with EPL inviting Woodside into the sale process rather than accepting its $23.00.
31 Oct 2006listing compliance notice▼ Bad
EPL OIL & GAS, INC. withdrew a registration statement, abandoning the offering it covered.
30 Oct 2006business combination● Neutral
ATS filed Amendment No. 10 only to add an investor presentation dated October 30, 2006 as an exhibit. The presentation's contents are not shown, so nothing about its substance can be stated. The offer terms are unchanged by this filing.
27 Oct 2006business combination● NeutralMajor
On October 26, 2006 EPL said several parties had signed or agreed to sign confidentiality agreements in its process of exploring options, including a possible sale. It also raised director and officer insurance cover to $50 million from $25 million, with a six-year run-off, for a premium of about $2.2 million.
26 Oct 2006business combination● NeutralMajor
ATS (Woodside) dropped its Delaware lawsuit over the Stone termination fees on October 26, 2006, saying the court had refused expedited hearings. The price stays at $23.00 but the possible $0.50 increases tied to that litigation are gone, and the offer now runs to 11:59pm on November 17, 2006. This ends the fee litigation thread (dismissed without prejudice) and removes the prospect of a higher price from that source.
20 Oct 2006business combination● Neutral
ATS extended its offer again, to 11:59pm on October 27, 2006, with the price unchanged at $23.00. It reports only 63,411 shares tendered as of October 19, a tiny fraction of the stock. It also says the Delaware court on October 19 denied the plaintiffs' request for an expedited trial date and denied the defendants' request to pause discovery. So the bid is still open but has drawn very little support.
20 Oct 2006business combination● Neutral
EPL amended its response to the ATS offer only to add an exhibit: an October 20, 2006 press release, incorporated from a Form 8-K of the same date. The press release's contents are not shown, so nothing about its substance can be stated.
18 Oct 2006business combination▼ BadMajor
ATS filed Amendment No. 7 on October 18, 2006, price unchanged at $23.00. It notes the Stone termination satisfied ATS's Stone condition, and EPL's disclosure that $44.5 million of capitalized Stone merger costs ($28.5 million after tax) will be expensed in the third quarter, plus the $8 million payment in the fourth. ATS also filed a second amended complaint (October 16) calling the termination fee provisions unlawful and claiming the $51.5 million EPL paid Stone (and Plains on Stone's behalf) should be returned; these are ATS's claims, not court findings. ATS also describes the October 6 and 9 letter exchange with EPL.
13 Oct 2006business combination▼ BadMajor
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.
13 Oct 2006business combination▼ BadMajor
EPL ended the Stone Energy merger. On October 11, 2006 the board approved terminating the agreement, and EPL paid Stone $8 million, which the filing says is $17.6 million less than the fee that could have been payable. The board also directed a search for strategic alternatives, including a possible sale of the company, and hired UBS ($2 million fee) and expanded Petrie Parkman's role ($1 million fee) alongside Evercore and Bank of America Securities. This resolves the Stone deal thread and opens a sale process, though the filing does not say whether any sale will result.
10 Oct 2006business combination● Neutral
ATS (Woodside) filed Amendment No. 6, with the offer price unchanged at $23.00 (up to $23.50 or $24.00 depending on litigation). It reports Delaware developments as ATS describes them: shareholder suits consolidated with its case on September 18; EPL on October 2 asked the court to clarify it may negotiate with, and solicit, other bidders; on October 5 the court said it understood Stone had no objection to EPL negotiating with bidders and saw no ripe dispute over soliciting others. It also attaches ATS's October 5 letter to EPL.
10 Oct 2006business combination● Neutral
EPL reported that ATS asked on September 27, 2006 for a record date for a written-consent vote by shareholders, and on October 7 the board set October 17, 2006. It also attached a letter of October 9 from general counsel John Peper to ATS saying the board still finds the offer inadequate and 'opportunistic', noting fewer than 24,000 shares (about 0.06%) were tendered, and saying EPL will consider any reasonable offer and that Woodside can contact Richard Bachmann. This continues the fight over the bid, with the door left open to a higher offer.
2 Oct 2006business combination● Neutral
EPL amended its response to the ATS offer on October 2, 2006, only to tidy the wording of its reasons for telling shareholders to reject it. It adds that the board judged EPL alone, and EPL combined with Stone, to be worth more than the offer, and that it did not weigh the reasons individually. No new terms or figures; the rejection recommendation is now stated in the text.
28 Sept 2006business combination▲ GoodMajor
ATS reported on September 28, 2006 that the Delaware court ruled orally on September 27 that Section 6.2(e) of the Stone merger agreement does not stop EPL from exploring unsolicited proposals such as ATS's offer, or from sharing information with bidders. This is ATS's description; a written decision was expected the week of October 2. This goes against the reading Stone had pressed and clears a path for EPL to engage with Woodside. ATS also extended its offer to October 20, 2006, reported only 23,564 shares tendered as of September 26, and said the antitrust waiting period expired September 27, satisfying that condition. The price is unchanged at $23.00.
28 Sept 2006business combination● NeutralMajor
EPL's board filed an amendment to its response to the ATS offer reporting the Delaware court's oral ruling of September 27, 2006. The court heard the case on September 22 and, per the transcript, was ruling on the meaning and validity of Section 6.2(e) of the Stone merger agreement. EPL says it has started discussions with Stone but is not disclosing their terms. It also mailed shareholders a summary of the rights plan with a letter from Richard Bachmann. The board's recommendation on the offer is not in the visible text, and the court's holding is only in the truncated part of the transcript, but ATS's filing of the same day describes it (see next entry).
26 Sept 2006business combination● Neutral
ATS amended its offer again on September 26, 2006 (Amendment No. 4), with price unchanged. It rewrites the Stone condition so the offer needs the Stone merger agreement terminated on terms reasonably satisfactory to ATS, with ATS reasonably believing EPL has no liability, and Stone asserting no claim, other than the possible $25.6 million termination fee. This confirms that exiting the Stone deal, potentially at a cost of that fee, is a requirement for the Woodside bid to proceed.
22 Sept 2006listing compliance notice▲ GoodMajor
the New York Stock Exchange certified EPL OIL & GAS, INC.'s securities for listing, clearing them to begin trading.
22 Sept 2006business combination● Neutral
ATS (Woodside) amended its tender offer for EPL on September 22, 2006 (Amendment No. 3), with price unchanged at $23.00 cash, rising to $23.50 or $24.00 depending on the litigation. It adds Woodside Finance Limited as a filer, which it says has a loan commitment from Société Générale to fund the offer and a second-step merger. It also restates the minimum-tender condition as a majority of shares on a fully diluted basis, counting Woodside's own. It notes EPL has since amended its bylaws to drop the 85% vote requirement ATS had sued over. The bid is firming up rather than changing in price.
18 Sept 2006business combination● Neutral
EPL amended its response to the ATS offer only to add one exhibit: the Rights Agreement dated September 14, 2006 with Mellon Investor Services LLC as rights agent. This is the shareholder rights plan the company adopted against the hostile bid. The filing says it changes nothing else, and the plan's terms are not set out in the text.
18 Sept 2006business combination● Neutral
ATS filed a second amendment to its tender offer statement only to add two exhibits: a September 18, 2006 press release and a Woodside announcement to the Australian Stock Exchange of the same date. The form states no new terms and the exhibits' contents are not shown, so the substance cannot be judged. It also adds Woodside Finance Pty. Ltd. as a named filing person.
18 Sept 2006security holder rights change● NeutralMajor
The board adopted a rights plan that penalises anyone acquiring 10% or more of EPL's stock without board approval. The Stone merger was excepted, and the board deferred the rights becoming exercisable for ATS's pending tender offer until ATS or another party became an Acquiring Person.
14 Sept 2006material agreement● Neutral
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.
14 Sept 2006business combination● NeutralMajor
EPL filed its formal response to the ATS offer on September 14, 2006. The visible text covers executive pay and change-of-control terms; the board's recommendation to shareholders is in the truncated part and not shown here. On September 13 the board amended its severance arrangements. The text says a qualifying termination on October 15, 2006 would cost about $7.3 million for four executives with severance agreements (Bachmann, Gobe, Peper, Woodall), $1.3 million for two others and $4.1 million for 11 key employees. Unvested options and share units would also vest if the ATS offer closed. Directors and officers hold 1,916,025 shares (about $44.1 million at $23.00) and, to the company's knowledge, none intends to tender. Timothy Woodall joined as an executive in 2006 on a $250,000 salary.
11 Sept 2006business combination● Neutral
ATS amended its tender offer filing to report new steps in the Delaware lawsuit. On September 7 it moved for summary judgment that EPL's supermajority written-consent bylaw is invalid. On September 11 it added a claim that the 'non-impairment' clause (Section 6.2(e)) of the Stone merger agreement, as Stone reads it, is unlawful because it stops EPL's board from looking at superior proposals like ATS's. It also asked to consolidate its case with EPL's own September 7 suit against Stone over the same clause. These are ATS's claims, not court findings; the offer price is unchanged.
