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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
December 16, 2001
Date of Report (Date of earliest event reported)
ENERGY PARTNERS, LTD.
(Exact name of registrant as specified in its charter)
Delaware 001-16179 72-1409562
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) 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)
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Item 5. Other events.
On December 16, 2001 Energy Partners Ltd. ("EPL") entered into a definitive
agreement to acquire Hall-Houston Oil Company and certain affiliated interests
("Hall-Houston" or "HHOC") for a total consideration to be paid at closing of
approximately $88.3 million. 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. The transaction,
which is expected to close by mid-January, 2002, is subject to customary terms
and conditions including a minimum threshold for participation in EPL's exchange
offer to HHOC's debtholders.
Under the agreement, HHOC preferred and common stockholders, holders of the
affiliated interests and holders of HHOC's debt (which totals $80.2 million)
will receive approximately $1.9 million in cash, shares of EPL common stock
valued at $3.4 million, warrants valued at approximately $3 million to purchase
4 million EPL common shares, $40 million of EPL senior subordinated notes and
$40 million of EPL convertible preferred stock; some of HHOC's debt may instead
be retired. As a condition to closing, a minimum of 80% of the debt must be
tendered in the exchange offer. In addition, preferred shareholders 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 date
the merger closes.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is filed herewith:
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
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: December 20, 2001
ENERGY PARTNERS, LTD.
By: /s/ SUZANNE V. BAER
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Name: Suzanne V. Baer
Title: Executive Vice President
and Chief Financial Officer