Energy Partners Ltd. - Schedule 14D-9/A Amendment No. 5 - 10/12/06
Washington,
DC 20549
SCHEDULE
14D-9/A
Solicitation/Recommendation
Statement under
Section
14(d)(4) of the Securities Exchange Act of 1934
Amendment
No. 5
ENERGY
PARTNERS, LTD.
(Name
of
Subject Company)
ENERGY
PARTNERS, LTD.
(Name
of
Person(s) Filing Statement)
Common
Stock, par value $0.01 per share
(Title
of
Class of Securities)
29270U105
(CUSIP
Number of Class of Securities)
John H.
Peper
Executive
Vice President,
General
Counsel and Corporate Secretary
Energy
Partners, Ltd.
201
St. Charles Avenue, Suite 3400
New
Orleans, Louisiana 70170
(504)
569-1875
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications
on Behalf of the Person(s) Filing Statement)
With
Copies to:
|
Kenneth
W. Orce, Esq.
John
Schuster, Esq.
Cahill
Gordon & Reindel LLP
80
Pine Street
New
York, New York 10005
(212)
701-3000
|
Richard
D. Katcher, Esq.
Trevor
S. Norwitz, Esq.
Wachtell,
Lipton, Rosen & Katz
51
West 52nd Street
New
York, New York 10019-6150
(212)
403-1000
|
| o |
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender
offer.
|
This
Amendment No. 5 (this “Amendment”) amends and supplements the Solicitation /
Recommendation Statement on Schedule 14D-9 filed on September 14, 2006, as
amended by Amendments 1, 2, 3 and 4 (as so amended, the “Schedule 14D-9”), by
Energy Partners, Ltd., a Delaware corporation (the “Company” or “EPL”).
The
purpose of this amendment is to amend and supplement Items 4, 5, 7 and 9 of
the
Schedule 14D-9. Except as specifically provided herein, this Amendment does
not
modify any of the information previously reported on the Schedule
14D-9.
Item
4. The
Solicitation or Recommendation
Item
4,
Section (b) − Background of the Schedule 14D−9 is hereby amended and
supplemented by adding the following at the end thereof:
On
October
11, 2006, the Board held a meeting with its legal and financial advisors. The
Company’s legal advisors reviewed, among other things, the Board’s fiduciary
duties. The Board discussed termination of the Merger Agreement, including
the
costs and benefits associated with the termination and the likelihood of
stockholder approval of the transaction with Stone. The Board then approved
termination of the Merger Agreement on the terms set forth below. The Board
directed
the Company, assisted by its financial advisors, to
explore
strategic alternatives to maximize stockholder value, including the possible
sale of the Company. The Board also approved a revised arrangement with Petrie
Parkman and retained UBS Securities LLC (“UBS”) to, together with Evercore Group
LLC and Bank of America Securities LLC, advise and assist the Company in its
efforts to explore strategic alternatives to maximize stockholder
value.
On
October
12, 2006, EPL announced the termination of the Merger Agreement. A
copy of
the press release announcing termination of the Merger Agreement and a copy
of
the Termination Agreement (as defined in Item 7 below) are attached as Exhibits
(a)(9) and (a)(10), respectively, and are incorporated herein by reference,
and
this description is qualified in its entirety by reference thereto.
Item
5. Persons/Assets,
Retained, Employed, Compensated or Used.
Item
5 −
Persons/Assets, Retained, Employed, Compensated or Used of the Schedule 14D−9 is
hereby amended and supplemented by adding the following at the end
thereof:
On
October
11, 2006, the Company expanded the engagement of Petrie Parkman to advise and
assist the Company in its efforts to explore
strategic alternatives to maximize stockholder value.
In
return for agreeing to expand the scope of its retention, the Company will
pay
to Petrie Parkman a fee of $1 million.
On
October
11, 2006, the Company also engaged UBS as a financial advisor to advise and
assist the Company in its efforts to explore
strategic alternatives to maximize stockholder value and to deliver an opinion
with respect to any potential transaction.
In
return for such services, the Company has agreed to pay to UBS a fee of $2
million. UBS has in the past provided, and in the future may provide, financial
advisory and financing services to the Company, for which services it has
received and would expect to receive, compensation. In the ordinary
course
of
business, UBS and its affiliates may trade in the debt or equity securities
of
the Company or Woodside for the accounts of its customers or for its own account
and, accordingly, may at any time hold long or short positions in such
securities.
Item
7. Purposes
of the Transaction and Plans or Proposals.
Item
7 —
Purposes of the Transaction and Plans or Proposals of the Schedule 14D−9 is
hereby amended and supplemented by adding the following at the end
thereof:
On
October
11, 2006, EPL and Stone entered into an agreement to terminate the Merger
Agreement. Pursuant to the agreement among EPL, EPL Acquisition Corp. LLC and
Stone (the “Termination Agreement”), EPL and Stone mutually agreed to terminate
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 to Stone an $8 million termination payment. The payment represents
a
$17.6 million discount from the fee that would have been payable by EPL to
Stone
under certain circumstances. A copy of the press release announcing termination
of the Merger Agreement and a copy of the Termination Agreement are attached
as
Exhibits (a)(9) and (a)(10), respectively, and are incorporated by reference
herein and this description is qualified in its entirety by reference
thereto.
Item
9. Exhibits
Item
9 of
the Schedule 14D-9 is amended and supplemented by adding the
following:
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(a)(9)
|
Press
release dated October 11, 2006 (incorporated by reference to Exhibit
99.1
of EPL’s Form 8-K filed October 12, 2006).
|
|
(a)(10)
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Agreement,
dated as of October 11, 2006, by and among EPL, EPL Acquisition Corp.
LLC
and Stone (incorporated by reference to Exhibit 10.1 of EPL’s Form 8-K
filed October 12, 2006).
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SIGNATURE
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Statement is true, complete and
correct.
ENERGY
PARTNERS, LTD.
By:
/s/
John H. Peper
Name: John H. Peper
Title: Executive Vice President, General
Counsel and Corporate Secretary
Dated:
October 12, 2006