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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
JANUARY 15, 2002
Date of Report (Date of earliest event reported)
ENERGY PARTNERS, LTD.
(Exact name of registrant as specified in its charter)
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DELAWARE 001-16179 72-1409562
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
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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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 15, 2002, Energy Partners, Ltd. ("EPL") announced that it
had completed the acquisition of Hall-Houston Oil Company and certain affiliated
interests ("Hall-Houston" or "HHOC"). Hall-Houston, founded in 1983, is a
privately held exploration and production company based in Houston, Texas with
operations focused in the central region of the Gulf of Mexico Shelf.
Hall-Houston is an exploration-focused company with technical expertise, high
quality natural gas reserves and an attractive inventory of exploratory
prospects.
Closing of the transaction was subject to a minimum threshold for
participation in EPL's exchange offer to HHOC's debtholders of 80% of the $80.2
million debt outstanding. At closing, 96% of the total HHOC debt outstanding was
tendered in exchange for a combination of $38.4 million in newly-issued EPL 11%
Senior Subordinated Notes and $38.4 million in newly-issued EPL Convertible
Preferred Stock. The balance of the non-tendered debt of $3.4 million was
retired in cash.
HHOC preferred and common stockholders and holders of affiliated
interests received approximately $1.7 million in cash, 574,931 shares of EPL
common stock and warrants to purchase four million EPL common shares. Of these
warrants, one million have a strike price of $9.00 per share and three million
have a strike price of $11.00 per share. Also, preferred stockholders of HHOC
will have the right to receive contingent consideration related to future proved
reserve additions from exploratory prospect acreage held by HHOC as of the
closing date.
The cash portions of the transaction were funded by bank debt. EPL has
arranged an increase in its existing credit facility to a total of $100 million.
EPL also announced on January 15, 2002, that Gary Hall, HHOC's Chairman
and CEO, would be named Vice-Chairman of EPL and elected a Director by EPL's
Board of Directors; Bruce Sidner, HHOC's Vice President of Exploration, would be
named EPL's Executive Vice President of Exploration; and John Peper, HHOC's
Senior Vice President and General Counsel, would be named Executive Vice
President of Law and Business Development, all subject to Board of Directors
approval, which was granted on January 17, 2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of the Acquired Business. The required audited
financial statements of Hall-Houston Oil Company will be provided not
later than 60 days after the date that this Current Report on Form
8-K was required to be filed.
(b) Pro Forma Financial Information. The required unaudited pro forma
financial information relating to Energy Partners Ltd.'s acquisition
of Hall-Houston Oil
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Company will be provided not later than 60 days after the date that
this Current Report on Form 8-K was required to be filed.
(c) Exhibits. The following exhibits are filed with this report and
incorporated by reference in this report:
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EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger by and among Energy Partners,
Ltd., Saints Acquisition Subsidiary, Inc. and Hall-Houston Oil
Company dated as of December 16, 2001 (incorporated by
reference to Exhibit 2.1 of EPL's Form 8-K filed December 16,
2001).
2.2 Amendment No. 1 dated as of January 15, 2002 to Agreement and
Plan of Merger dated as of December 16, 2001, by and among
Energy Partners, Ltd., Saints Acquisition Subsidiary, Inc.,
and Hall-Houston Oil Company.
2.3 Assignment and Amendment of Purchase and Sale Agreement dated
as of January 15, 2002, by and among Energy Partners, Ltd.,
Hall-Houston Oil Company, Hall Partners, L.P., LPCR Investment
Group, L.P., Hall Consulting Company, Inc., Hall Equities,
Inc., Hall Family Trust, Bruce R. Sidner, Wayne P. Hall, and
John H. Peper.
2.4 Principal Shareholder Voting Agreement dated as of January 15,
2002, by and among Hall-Houston Oil Company, Evercore Capital
Partners L.P., Evercore Capital Partners (NQ) L.P., Evercore
Co-Investment Partnership L.P., Evercore Capital Offshore
Partners L.P., Energy Income Fund, L.P., and Richard A.
Bachmann.
2.5 Earn-Out Agreement dated as of January 15, 2002, by and
between Energy Partners, Ltd. and Hall-Houston Oil Company.
4.1 Second Amendment to Stockholder Agreement dated as of January
15, 2002.
4.2 Certificate of Elimination of the Series A Convertible
Preferred Stock, Series B Convertible Preferred Stock and
Series C Preferred Stock of Energy Partners, Ltd.
4.3 Certificate of Designation of the Series D Exchangeable
Convertible Preferred Stock of Energy Partners, Ltd.
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10.1 Second Amended and Restated Reducing Revolving Credit
Agreement dated January 15, 2002, among Energy Partners, Ltd.,
Hall-Houston Oil Company, Bank One, NA and the several banks
and financial institutions from time to time parties thereto.
10.2 Employment and Stock Ownership Agreement by and between Energy
Partners, Ltd. and Gary L. Hall.
10.3 Employment and Stock Ownership Agreement by and between Energy
Partners, Ltd. and John H. Peper.
10.4 Employment and Stock Ownership Agreement by and between Energy
Partners, Ltd. and Bruce R. Sidner.
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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: January 22, 2002
ENERGY PARTNERS, LTD.
By: /s/ SUZANNE V. BAER
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Name: Suzanne V. Baer
Title: Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger by and among Energy Partners,
Ltd., Saints Acquisition Subsidiary, Inc. and Hall-Houston Oil
Company dated as of December 16, 2001 (incorporated by
reference to Exhibit 2.1 of EPL's Form 8-K filed December 16,
2001).
2.2 Amendment No. 1 dated as of January 15, 2002 to Agreement and
Plan of Merger dated as of December 16, 2001, by and among
Energy Partners, Ltd., Saints Acquisition Subsidiary, Inc.,
and Hall-Houston Oil Company.
2.3 Assignment and Amendment of Purchase and Sale Agreement dated
as of January 15, 2002, by and among Energy Partners, Ltd.,
Hall-Houston Oil Company, Hall Partners, L.P., LPCR Investment
Group, L.P., Hall Consulting Company, Inc., Hall Equities,
Inc., Hall Family Trust, Bruce R. Sidner, Wayne P. Hall, and
John H. Peper.
2.4 Principal Shareholder Voting Agreement dated as of January 15,
2002, by and among Hall-Houston Oil Company, Evercore Capital
Partners L.P., Evercore Capital Partners (NQ) L.P., Evercore
Co-Investment Partnership L.P., Evercore Capital Offshore
Partners L.P., Energy Income Fund, L.P., and Richard A.
Bachmann.
2.5 Earn-Out Agreement dated as of January 15, 2002, by and
between Energy Partners, Ltd. and Hall-Houston Oil Company.
4.1 Second Amendment to Stockholder Agreement dated as of January
15, 2002.
4.2 Certificate of Elimination of the Series A Convertible
Preferred Stock, Series B Convertible Preferred Stock and
Series C Preferred Stock of Energy Partners, Ltd.
4.3 Certificate of Designation of the Series D Exchangeable
Convertible Preferred Stock of Energy Partners, Ltd.
10.1 Second Amended and Restated Reducing Revolving Credit
Agreement dated January 15, 2002, among Energy Partners, Ltd.,
Hall-Houston Oil Company, Bank One, NA and the several banks
and financial institutions from time to time parties thereto.
10.2 Employment and Stock Ownership Agreement by and between Energy
Partners, Ltd. and Gary L. Hall.
10.3 Employment and Stock Ownership Agreement by and between Energy
Partners, Ltd. and John H. Peper.
10.4 Employment and Stock Ownership Agreement by and between Energy
Partners, Ltd. and Bruce R. Sidner.
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