5 Feb 2008substantial holder notice● Neutral
BARCLAYS GLOBAL INVESTORS, NA. and 1 other disclosed a new substantial EPL OIL & GAS, INC. shareholding (6.04% of votes).
Announcements, explained
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.
21 Aug 2007director officer appointment● Neutral
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.
18 June 2007material agreement● NeutralMajor
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.
30 Apr 2007debt financing● NeutralMajor
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.
26 Apr 2007debt financing● NeutralMajor
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.
18 Apr 2007material agreement● Neutral
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.
14 Mar 2007material agreement● NeutralMajor
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.
13 Mar 2007substantial 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, 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).
13 Mar 2007substantial holder notice● Neutral
Amber Capital LP, Amber Capital GP LLC, Michel Brogard, Joseph Oughourlian reported no remaining EPL OIL & GAS, INC. shareholding in its periodic institutional filing.
12 Mar 2007business combination● NeutralMajor
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.
12 Feb 2007substantial holder notice● Neutral
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.
20 Nov 2006business combination● NeutralMajor
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.
17 Nov 2006business combination● Neutral
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.
14 Nov 2006business combination● Neutral
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.
14 Nov 2006business combination● Neutral
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.
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 2006substantial holder notice● Neutral
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.
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.