Past year: ▲ 29%(26.87 – 39.14 USD)
Each one in plain English, with the numbers worked through for a shareholder.
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.
25 Sept 2006substantial holder notice● Neutral
Amber Capital LP, Amber Capital GP LLC, Michel Brogard, Joseph Oughourlian disclosed a new substantial EPL OIL & GAS, INC. shareholding (5.30% of votes).
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.
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.
19 Apr 2006director interest notice● Neutral
EPL OIL & GAS, INC. SVP - Drilling & Engineering Ottoson Javan D received 5,000 shares and a 10,000-share option grant as part of the equity award.
