sc13d
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
ENERGY PARTNERS, LTD.
(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
(Title of Class of Securities)
29270U105
(CUSIP NUMBER)
Carlson Capital, L.P.
2100 McKinney Avenue
Suite 1600
Dallas, TX 75201
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
— with copies to —
Eliot D. Raffkind
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
November 23, 2007
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g) check the following box o
The information required in the remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
13D
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NAMES OF REPORTING PERSONS
Carlson Capital, L.P.
75-273-3266
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS* |
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AF |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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2,122,668 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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2,122,668 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,122,668 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.7% |
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TYPE OF REPORTING PERSON* |
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PN |
*SEE
INSTRUCTIONS BEFORE FILLING OUT
13D
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NAMES OF REPORTING PERSONS
Asgard Investment Corp
75-249-4315
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS* |
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AF |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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SOLE VOTING POWER |
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| NUMBER OF |
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2,122,668 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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2,122,668 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,122,668 |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.7% |
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TYPE OF REPORTING PERSON* |
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CO |
*SEE
INSTRUCTIONS BEFORE FILLING OUT
13D
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NAMES OF REPORTING PERSONS
Clint D. Carlson |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS* |
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AF |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA
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SOLE VOTING POWER |
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| NUMBER OF |
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2,122,668 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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2,122,668 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,122,668 |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* |
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o
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| 13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.7% |
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TYPE OF REPORTING PERSON* |
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IN |
*SEE
INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13D
This Schedule 13D (the “Schedule 13D”), relating to shares of common stock, par value $0.01
per share, (“Common Stock”) of Energy Partners, Ltd., a Delaware corporation (the “Issuer”), is
being filed with the Securities and Exchange Commission (the “Commission”).
This Schedule 13D is filed on behalf of Carlson Capital, L.P., a Delaware limited partnership
(“Carlson Capital”), the investment manager to multiple private investment funds and managed
accounts (the “Accounts”), Asgard Investment Corp., a Delaware corporation, the general partner to
Carlson Capital (“Asgard”) and Mr. Clint D. Carlson, the president of Asgard (collectively, the
“Reporting Persons”).
Item 1. Security and Issuer
Securities acquired: shares of common stock, par value $0.01 per share.
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| Issuer: |
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Energy Partners, Ltd.
201 St. Charles Ave., Suite 3400
New Orleans, Louisiana |
Item 2. Identity and Background
This statement is filed by: (i) Carlson Capital (ii) Asgard and (iii) Mr. Carlson. Mr.
Carlson is the Chief Executive Officer of Carlson Capital and the President of Asgard. In addition
to Mr. Carlson, the only other executive officer of Asgard is Nancy Carlson, Secretary and
Treasurer.
The business address of the Reporting Persons is 2100 McKinney Avenue, Suite 1600, Dallas, TX
75201.
None of the Reporting Persons have, during the last five years, (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The net investment costs (including commissions, if any) of the shares of Common Stock
purchased by the Reporting Persons is approximately $26,618,256. Currently, all shares of Common
Stock are held by the Accounts.
Item 4. Purpose of the Transaction
The purpose of the acquisition of the Common Stock is for investment, and the acquisitions of
the Common Stock were made in the ordinary course of business and were not made for the purpose of
acquiring control of the Issuer. The Reporting Persons at any time and from time to time may
acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an
ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other
investment opportunities, other investment considerations and/or other factors. The Reporting
Persons may seek representation on the board of directors of the Issuer and/or may work with the
Issuer’s management and board of directors regarding potential strategies to increase shareholder
value. The Reporting Persons may engage in communications with one or more shareholders of the
Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of
the Issuer, regarding, among other items, its business, operations, policies, management,
structure, operations or capitalization of the Issuer. Except to the extent the foregoing may be
deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to, or
could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the
instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to
time, review or reconsider its position and/or change its purpose and/or formulate plans or
proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, the Reporting Persons report beneficial ownership of 2,122,668
shares of Common Stock of the Issuer which represents 6.7% of the Issuer’s outstanding shares of
Common Stock, which such percentage was calculated by dividing (i) the 2,122,668 shares owned by
the Accounts as of the date hereof by (ii) 31,717,315 shares of Common Stock outstanding as of
November 5, 2007 as reported in a Form 10-Q filed by the Issuer with the Commission on November 7,
2007.
The filing of this statement on Schedule 13D shall not be construed as an admission that the
Reporting Persons are for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, as amended, the beneficial owner of any of the shares of Common Stock held by the Accounts.
Pursuant to Rule 13d-4, the Reporting Persons disclaim all such beneficial ownership beyond their
pecuniary interest.
(b) The Reporting Persons, for the account of each of the Accounts, have the power to vote and
dispose of the aggregate 2,122,668 shares of Common Stock held by the Accounts.
(c) The transactions in the Issuer’s securities by Reporting Persons in the last sixty days
are listed as Annex A attached hereto and made a part hereof.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer
Not Applicable.
Item 7. Material to be Filed as Exhibits
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| Exhibit 1
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Joint Filing Agreement by and among the Reporting Persons. |
ANNEX A
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| Transaction |
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Quantity |
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Price per |
| Date |
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(Shares) |
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Share ($) |
10/02/2007 |
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6270 |
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$ |
15.0274 |
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10/02/2007 |
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630 |
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$ |
15.0274 |
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10/02/2007 |
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3155 |
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$ |
15.0274 |
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10/02/2007 |
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2445 |
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$ |
15.0274 |
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10/03/2007 |
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29400 |
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$ |
14.9510 |
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10/08/2007 |
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71835 |
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$ |
14.6923 |
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10/08/2007 |
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6720 |
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$ |
14.6923 |
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10/08/2007 |
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20520 |
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$ |
14.6923 |
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10/08/2007 |
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5925 |
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$ |
14.6923 |
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10/09/2007 |
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39275 |
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$ |
14.7029 |
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10/09/2007 |
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|
725 |
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$ |
14.7029 |
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10/09/2007 |
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64985 |
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$ |
14.6596 |
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10/09/2007 |
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|
6085 |
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$ |
14.6596 |
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10/09/2007 |
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18565 |
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$ |
14.6596 |
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10/09/2007 |
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|
5365 |
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$ |
14.6596 |
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10/11/2007 |
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56630 |
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$ |
15.1878 |
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10/11/2007 |
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|
3370 |
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$ |
15.1878 |
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10/16/2007 |
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23060 |
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$ |
14.6865 |
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10/16/2007 |
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2160 |
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$ |
14.6865 |
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10/16/2007 |
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19220 |
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$ |
14.6865 |
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10/16/2007 |
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5560 |
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$ |
14.6865 |
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10/22/2007 |
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|
8690 |
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$ |
13.8977 |
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10/22/2007 |
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|
165 |
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$ |
13.8977 |
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10/22/2007 |
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|
16045 |
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$ |
13.8977 |
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10/22/2007 |
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|
100 |
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$ |
13.8977 |
|
10/23/2007 |
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|
7660 |
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$ |
13.9849 |
|
10/23/2007 |
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|
720 |
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$ |
13.9849 |
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10/23/2007 |
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|
2490 |
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$ |
13.9849 |
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10/23/2007 |
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|
730 |
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|
$ |
13.9849 |
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10/24/2007 |
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|
8845 |
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$ |
13.9602 |
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10/24/2007 |
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|
820 |
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$ |
13.9602 |
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10/24/2007 |
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2900 |
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$ |
13.9602 |
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10/24/2007 |
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|
835 |
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$ |
13.9602 |
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10/25/2007 |
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|
8580 |
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$ |
14.2922 |
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10/25/2007 |
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|
800 |
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$ |
14.2922 |
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10/25/2007 |
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|
485 |
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$ |
14.2922 |
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10/25/2007 |
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|
135 |
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$ |
14.2922 |
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10/30/2007 |
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|
2945 |
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$ |
14.9037 |
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10/30/2007 |
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|
270 |
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$ |
14.9037 |
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10/30/2007 |
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|
610 |
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$ |
14.9037 |
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10/30/2007 |
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|
175 |
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$ |
14.9037 |
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11/02/2007 |
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36660 |
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$ |
14.9267 |
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11/02/2007 |
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3340 |
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$ |
14.9267 |
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11/06/2007 |
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22900 |
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$ |
14.7811 |
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11/06/2007 |
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66900 |
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$ |
14.7811 |
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11/06/2007 |
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|
10200 |
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$ |
14.7811 |
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11/14/2007 |
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|
9121 |
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$ |
13.1716 |
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11/14/2007 |
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|
543 |
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$ |
13.1716 |
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11/14/2007 |
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|
3102 |
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$ |
13.1716 |
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11/14/2007 |
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|
402 |
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$ |
13.1716 |
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11/23/2007 |
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|
268980 |
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$ |
13.0096 |
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11/23/2007 |
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|
31020 |
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$ |
13.0096 |
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11/26/2007 |
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|
1395 |
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$ |
12.7413 |
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11/26/2007 |
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|
2865 |
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$ |
12.7413 |
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11/26/2007 |
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|
1140 |
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$ |
12.7413 |
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11/27/2007 |
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|
136780 |
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$ |
12.7500 |
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11/27/2007 |
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|
8280 |
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$ |
12.7500 |
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11/27/2007 |
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|
88380 |
|
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$ |
12.7500 |
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11/27/2007 |
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|
30560 |
|
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$ |
12.7500 |
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11/27/2007 |
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|
12760 |
|
|
$ |
12.7286 |
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11/27/2007 |
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|
5530 |
|
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$ |
12.7286 |
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11/27/2007 |
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|
1710 |
|
|
$ |
12.7286 |
|
11/30/2007 |
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|
275 |
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|
$ |
12.3400 |
|
11/30/2007 |
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|
25 |
|
|
$ |
12.3400 |
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Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
DATED:
DECEMBER 3, 2007
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CARLSON CAPITAL, L.P. |
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By: |
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Asgard Investment Corp., its general partner |
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By:
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/s/ Clint D. Carlson |
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Name:
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Clint D. Carlson |
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Title:
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President |
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ASGARD INVESTMENT CORP. |
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By: |
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/s/ Clint D. Carlson |
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Name: |
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Clint D. Carlson |
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Title: |
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President |
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/s/ Clint D. Carlson |
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Clint D. Carlson |