Past year: ▲ 29%(26.87 – 39.14 USD)
Each one in plain English, with the numbers worked through for a shareholder.
7 Sept 2006business combination▼ BadMajor
On September 7, 2006 EPL sued Stone in Delaware Chancery Court for a declaration that Section 6.2(e) of their merger agreement does not stop EPL's board from talking with, or soliciting, other bidders, including Woodside's ATS. Stone had said it disagreed with EPL's reading.
31 Aug 2006business combination● NeutralMajor
Woodside's ATS Inc. formally launched its hostile tender offer on August 31, 2006, offering $23.00 cash per share for all Energy Partners shares, rising to $23.50 or $24.00 depending on how the Delaware litigation over the termination fees is resolved. This turns the announced intention of August 28 into an actual offer that competes with the Stone Energy merger. The filing says Woodside and its subsidiaries already own 1,719,000 EPL shares and values the offer at about $985 million on 42,830,157 shares; the offer terms themselves sit in the Offer to Purchase, which is not shown in the text.
29 Aug 2006business combination● Neutral
EPL amended its Stone merger registration statement on August 29, 2006. It keeps the same terms ($51.00 per Stone share in cash or EPL shares, about $723 million cash cap, about 35 million share cap) and sets the record date at August 28 with the EPL vote in October. The total value is now put at about $2.2 billion, using an EPL price of $24.14 on August 28 versus $17.50 in July. The text shown does not say anything about the ATS offer.
29 Aug 2006business combination● Neutral
ATS filed another pre-launch notice on August 29, 2006, attaching its August 28 announcement to the Australian Stock Exchange. The form has no price or terms, and the exhibit's contents are not shown. It adds nothing beyond the hostile bid already disclosed.
28 Aug 2006business combination▲ GoodMajor
ATS filed a Delaware Chancery Court lawsuit on August 28, 2006 against EPL, Stone and EPL's directors (Bachmann, Gobe and others). It calls the Stone deal's termination fees invalid penalties: $43.5 million already paid to Plains for Stone and a $25.6 million fee. It also challenges an EPL bylaw requiring a supermajority for shareholder written consents. ATS says it plans a $23.00 per share cash tender offer, a 25% premium to the August 25 close, rising to $24.00 if both fees are struck down, conditioned on ending the Stone agreement. These are ATS's allegations, not findings.
28 Aug 2006business combination● NeutralMajor
On August 28, 2006, ATS Inc., an indirect subsidiary of Woodside Petroleum, filed a pre-launch notice of a planned tender offer for EPL shares, attaching a press release and an open letter to EPL employees. The form itself gives no price, and the contents of the exhibits are not shown in the text. This is the opening of the hostile bid that challenges the Stone merger.
21 July 2006business combination● NeutralMajor
The company registered up to 35,024,151 new shares to buy Stone Energy under a June 22, 2006 merger agreement. Each Stone share would get $51.00 in cash or EPL shares, with total cash capped at about $723 million and shares at about 35 million, so Stone holders would own up to about 46% of the combined company and existing EPL holders at least about 54%. EPL holders must vote to approve the share issue, and the filing puts total consideration at about $2.1 billion including about $800 million of Stone debt to be refinanced.
23 June 2006business combination▲ GoodMajor
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.
19 June 2006business combination▲ GoodMajor
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.
13 June 2006material agreement▲ GoodMajor
On June 2, 2006, Energy Partners amended its credit facility, raising it from $200 million to $300 million with a $225 million initial borrowing base. Maturity moved from August 2008 to May 2011, and the facility could expand to $400 million, with the agreement referring to its offer for Stone Energy.
24 Mar 2006material agreement● Neutral
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.
21 Mar 2006material agreement● Neutral
Executive bonuses for 2006 were re-anchored to production growth, reserve replacement, finding and development cost, operating cost per barrel and share-price performance against similar-sized peers.
21 Nov 2005director officer appointment● Neutral
Chief executive Richard Bachmann was awarded a $500,000 bonus and Phillip Gobe, by now president and chief operating officer, was added to an enlarged eleven-member board.
7 June 2005listing compliance notice▼ Bad
EPL OIL & GAS, INC. withdrew a registration statement, abandoning the offering it covered.
7 Apr 2005asset acquisition disposition● Neutral
The company filed the audited 2004 financial statements and pro forma figures for the south Louisiana oil and gas properties it bought from Castex Energy 1995, L.P. and Castex Energy, Inc. on January 20, 2005 for about $146.0 million in cash. This only adds paperwork that was left out of the January 26 filing; the deal itself is unchanged. The text does not give the figures inside the exhibits.
30 Mar 2005material agreement● Neutral
The board put three-year change-of-control severance agreements in place for Bachmann, Gobe, Looney and Peper and a matching plan for other senior staff, vesting all equity awards if the company were taken over - protection that became live eighteen months later when a hostile bidder appeared.
14 Feb 2005director officer appointment● Neutral
David Looney was recruited as chief financial officer from February 2005, taking over the finance seat from Suzanne Baer as the company digested the Castex purchase.
26 Jan 2005asset acquisition disposition▲ GoodMajor
Energy Partners closed its first large acquisition, paying about $146 million cash for south Louisiana oil and gas properties from the Castex group, funded in part by drawing $60 million on its bank revolver - the start of a habit of buying producing assets with borrowed money.
1 Nov 2004material agreement termination● Neutral
Exploration head Bruce Sidner resigned after almost three years, staying on as a $15,000-a-month consultant until March 2005 with his share options kept alive to year-end; he had been steadily selling down his holding through 2004.
25 Oct 2004director officer appointment● Neutral
Energy Partners hired Phillip Gobe as chief operating officer from December 2004 on a $300,000 salary with options, restricted units and change-of-control protection, filling out a management team around chairman and chief executive Richard Bachmann.
