jiorizzo@cahill.com
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
Date
of Report (Date of earliest event reported): April 18,
2007
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ENERGY
PARTNERS, LTD.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16179
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72-1409562
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(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file number)
|
(I.R.S.
Employer
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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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
1.01 Entry
into a Material Definitive Agreement
On
April
18, 2007 and in connection with the previously announced private offering of
$450 million of senior unsecured notes described in Item 7.01 of this Current
Report on Form 8−K, Energy Partners, Ltd. (the “Company”), certain of its
subsidiaries (the “Guarantors”) and Banc of America Securities LLC and several
other initial purchasers (the “Initial Purchasers”), entered into a purchase
agreement (the “Purchase Agreement”) pursuant to which the Initial Purchasers
will, subject to the terms and conditions thereof, purchase the Notes (as
defined below) from the Company. The Purchase Agreement contains customary
representations and warranties of the Company, the Guarantors and the Initial
Purchasers. The Company and the Guarantors have agreed in the Purchase Agreement
to indemnify the Initial Purchasers against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
The sale of the Notes is expected to close on April 23, 2007, subject to
customary closing conditions.
The
Initial Purchasers and their affiliates have provided in the past and may
provide in the future, investment banking, commercial lending and financial
advisory services to the Company and its affiliates.
Item
7.01 Regulation
FD Disclosure.
On
April
18, 2007, the Company announced the pricing of its proposed private offering
of
$300,000,000 aggregate principal amount of its 9.75% Senior Notes due 2014
(the
“Fixed Rate Notes”) and $150,000,000 aggregate principal amount of its Senior
Floating Rate Notes (the “Floating Rate Notes, and together with the Fixed Rate
Notes, the “Notes”). The interest rate on the Floating Rate Notes for a
particular interest period will be an annual rate equal to the three-month
LIBOR
as determined on the related interest determination date plus 5.125%.
The
information in this Current Report on Form 8−K is being furnished pursuant to
Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of
the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise be subject to the liabilities of that section, nor shall it be deemed
to be incorporated by reference in any filing under the Securities Act or the
Exchange Act.
The
information contained in this Current Report on Form 8−K is neither an offer to
sell nor a solicitation of an offer to buy any of the Notes. The Notes have
not
been registered under the Securities Act of 1933, as amended, or any state
securities laws, and they may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.
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:
April 18, 2007
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ENERGY
PARTNERS, LTD.
By: /s/
John H. Peper
John
H.
Peper
Executive
Vice President, General
Counsel
and Corporate Secretary
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