Energy Partners Ltd. - 8K - 10/11/06
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
————————————
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): October 11,
2006
————————————
ENERGY
PARTNERS, LTD.
(Exact
name of registrant as specified in its charter)
————————————
|
Delaware
|
001-16179
|
72-1409562
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file number)
|
(I.R.S.
Employer
Identification
No.)
|
201
St. Charles Avenue, Suite 3400
New
Orleans, Louisiana 70170
(Address
of principal executive offices)
(504) 569-1875
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
————————————
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.02 Termination
of a Material Agreement.
On
October
12, 2006, Energy Partners, Ltd. (the “Company” or “EPL”) announced that it had
entered into an agreement with Stone Energy Corporation (“Stone”) to terminate
the existing merger agreement among EPL, EPL Acquisition Corp. LLC and Stone,
dated as of June 22, 2006 (the “Merger Agreement”). This description is
qualified in its entirety by reference to the press release attached as Exhibit
99.1, which is incorporated herein by reference.
Pursuant
to the agreement (the “Agreement”), dated as of October 11, 2006, among EPL, EPL
Acquisition Corp. LLC and Stone, EPL and Stone terminated the Merger Agreement
and have released each other from all claims, including but not limited to
all
claims under the Merger Agreement, with limited exceptions. EPL
paid
Stone an $8 million termination payment.
The
foregoing description of the Agreement is qualified in its entirety by reference
to the Agreement attached as Exhibit 10.1, which is incorporated herein by
reference.
Item
2.06. Material
Impairments.
In
connection with the termination of the Merger Agreement, EPL has determined
that
certain costs that it incurred and paid in the second and third fiscal quarters
of 2006 in connection with the proposed merger with Stone, and capitalized
as an
asset pending the closing of the merger, should be expensed during the third
quarter of 2006 due to the termination of the Merger Agreement, effective
October 11, 2006. The Company’s unaudited consolidated balance sheet as of June
30, 2006 included $44.5 million of merger related costs of which the $43.5
million payment to Plains Exploration & Production Company (“Plains”), made
by EPL in the second quarter in connection with the termination of Stone’s prior
merger agreement with Plains, was included in Other Assets and $1.0 million
of
advisor fees was in Deferred Financing Costs. The pre-tax impairment expense
of
$44.5 million ($28.5 million after-tax) will be expensed and included in General
and Administrative expense in the unaudited consolidated statement of operations
for the third quarter of 2006 along with other merger related costs incurred
during the third quarter.
The
$8.0
million paid to Stone in connection with the termination of the Merger Agreement
will be a cash expense in the fourth quarter.
Item
9.01. Financial
Statements and Exhibits.
Exhibits.
The following exhibits are filed herewith:
|
Exhibit
No.
|
Description
|
|
10.1
|
Agreement,
dated as of October 11, 2006, by and among EPL, EPL Acquisition Corp.
LLC
and Stone.
|
|
99.1
|
Press
Release dated October 12, 2006.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: October
12, 2006
ENERGY
PARTNERS, LTD.
By:
/s/
John H .Peper
John H. Peper
Executive Vice President, General Counsel
and Corporate Secretary