Edgar Filing: ENERGY PARTNERS LTD

x	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $6,143.07 Filing Party: Energy Partners, Ltd.

Form or Registration No.: Schedule TO Date Filed: March 26, 2007

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the

o statement relates:

o third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]

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This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on March 26, 2007 (the “Schedule TO”), by Energy Partners, Ltd., a Delaware corporation (the “Company” or “EPL”), relating to the offer by the Company to purchase up to 8,700,000 shares of its common stock, par value $0.01 per share (the “Shares”) at a price of $23.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 26, 2007 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”), which together, as each may be amended and supplemented from time to time, constitute the offer (the “Offer”). This Amendment to Schedule TO is intended to satisfy the reporting requirements of Rule 13e−4(c)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The information contained in the Offer to Purchase and the related Letter of Transmittal, previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) respectively, is incorporated into this Amendment by reference in response to all of the items of the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 4.

Terms of the Transaction.

Item 4 of the Schedule TO is hereby amended by adding:

On April 23, 2007, EPL issued a press release extending the Offer until 5:00 p.m. New York City time on April 23, 2007. A copy of this press release is attached hereto as Exhibit (a)(5)(L) and is incorporated herein by reference.

Item 12.

Exhibits.

Item 12 of the Schedule TO is hereby amended and restated as follows:

(a)(1)(A)	Offer to Purchase, dated March 26, 2007.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated March 26, 2007.
(a)(1)(E)	Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated March 26, 2007.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)	Summary Advertisement (Wall Street Journal advertisement), dated March 26, 2007.
(a)(5)(B)	Letter from Richard A. Bachmann, Chairman and Chief Executive Officer of Energy Partners, Ltd., to stockholders of Energy Partners, Ltd., dated March 26, 2007.
(a)(5)(C)	Press release, dated March 12, 2007 (incorporated by reference to EPL’s Form 8-K filed March 12, 2007).
(a)(5)(D)	Press release, dated March 26, 2007.
(a)(5)(E)	Press release, dated March 28, 2007 (incorporated by reference to Exhibit 99.1 of EPL’s Form 8-K filed March 28, 2007).
(a)(5)(F)	Energy Partners, Ltd. Company Overview dated March 27, 2007(incorporated by reference to Exhibit 99.2 to EPL’s Form 8−K filed March 28, 2007).
(a)(5)(G)	First Quarter 2007 Production and Expense Guidance dated March 27, 2007 (incorporated by reference to Exhibit 99.3 to EPL’s Form 8−K filed March 28, 2007).
(a)(5)(H)	Howard Weil Energy Conference Investor Presentation dated April 4, 2007 (incorporated by reference to Exhibit 99.1 to EPL’s Form 8−K filed April 4, 2007).

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(a)(5)(I)	Press release, dated April 5, 2007 (incorporated by reference to Exhibit 99.1 of EPL’s Form 8-K filed April 6, 2007).
(a)(5)(J)	Press release, dated April 6, 2007 (incorporated by reference to Exhibit 99.2 of EPL’s Form 8-K filed April 6, 2007).
(a)(5)(K)	Press release, dated April 10, 2007 (incorporated by reference to Exhibit 99.1 of EPL’s Form 8-K filed April 16, 2007).
(a)(5)(L)	Press release, dated April 23, 2007.
(b)(1)	Commitment Letter, dated as of March 13, 2007, by and among Energy Partners, Ltd., Banc of America Securities LLC, Banc of America Bridge LLC and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to EPL’s Form 8-K filed March 14, 2007).
(d)(1)	Indenture, dated as of August 5, 2003, among Energy Partners, Ltd., the Guarantors named therein and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to EPL’s Form S-4 filed September 5, 2003 (File No. 333-108540)).
(d)(2)	Amended and Restated 2000 Stock Incentive Plan for Non-Employee Directors (incorporated by reference to EPL’s proxy statement on Form 14A filed April 4, 2005 (File No. 001-16179)).
(d)(3)	Purchase and Sale Agreement by and between Ocean Energy, Inc. and Energy Partners, Ltd. dated as of January 26, 2000 (incorporated by reference to Exhibit 10.18, to EPL’s registration statement on Form S-1 (File No. 333-42876)).
(d)(4)	Earnout Agreement dated as of January 15, 2002, by and between Energy Partners, Ltd. and Hall-Houston Oil Company (incorporated by reference to Exhibit 2.5 to EPL’s Form 8-K filed January 22, 2002).
(d)(5)	First Amendment to Earnout Agreement between Energy Partners, Ltd. and Participants effective July 1, 2002 (incorporated by reference to Exhibit 10.1 to EPL’s Form 10-Q filed November 13, 2002).
(d)(6)	Amended and Restated 2000 Long Term Stock Incentive Plan (incorporated by reference to EPL’s proxy statement on Form 14A filed March 27, 2002).
(d)(7)	Second Amendment to Earnout Agreement between Energy Partners, Ltd. and Participants effective January 1, 2003 (incorporated by reference to Exhibit 10.12 to EPL’s Form 10-K filed March 9, 2004).
(d)(8)	Purchase and Sale Agreement, dated as of December 16, 2004, between Castex Energy 1995, L.P., Castex Energy, Inc., the Company and EPL of Louisiana, L.L.C. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated December 16, 2004).
(d)(9)	Exploration Agreement, dated as of December 16, 2004, between Castex Energy 1995, L.P., Castex Energy, Inc., the Company and EPL of Louisiana, L.L.C. (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated December 16, 2004).
(d)(10)	Offer Letter of Mr. Phillip A. Gobe, dated October 19, 2004 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed October 25, 2004).
(d)(11)	First Amendment to Energy Partners, Ltd. Amended and Restated 2000 Long Term Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of EPL’s Form 10-Q filed August 5, 2004).
(d)(12)	Form of Nonqualified Stock Option Grant under the Energy Partners, Ltd. Amended and Restated 2000 Long Term Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of EPL’s Form 10-Q filed August 5, 2004).
(d)(13)	Form of Restricted Share Unit Agreement under the Energy Partners, Ltd. Amended and Restated 2000 Long Term Stock Incentive Plan (incorporated by reference to Exhibit 10.4 of EPL’s Form 10-Q filed August 5, 2004).
(d)(14)	Energy Partners, Ltd. Change of Control Severance Plan (incorporated by reference to Exhibit 10.2 of the EPL’s Form 8-K filed March 30, 2005).
(d)(15)	Energy Partners, Ltd. Change of Control Severance Agreement (incorporated by reference to Exhibit 10.1 of the EPL’s Form 8-K filed March 30, 2005).
(d)(16)	Form of Performance Share Agreement under the Amended and Restated 2000 Long Term Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of EPL’s Form 8-K filed March 30, 2005).
(d)(17)	Form of Stock Option Grant under the Energy Partners, Ltd. 2000 Stock Option Plan for Non-employee Directors (incorporated by reference to Exhibit 10.5 of EPL’s Form 10-Q filed August 5, 2004).

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(d)(18)	Fifth Amended and Restated Credit Agreement dated June 2, 2006 (incorporated by reference to Exhibit 99.1 of EPL’s Form 8-K filed June 13, 2006).
(d)(19)	Offer Letter of Mr. Timothy Woodall, dated July 11, 2006 (incorporated by reference to Exhibit 10.1 to EPL’s Form 8-K filed on August 22, 2006).
(d)(20)	Form of Indemnity Agreement (incorporated by reference to Exhibit 10.1 to EPL’s Form 8-K filed on September 14, 2006).
(d)(21)	Form of First Amendment to Change of Control Severance Agreement (incorporated by reference to Exhibit 10.2 to EPL’s Form 8-K filed on September 14, 2006).
(d)(22)	First Amendment to Energy Partners, Ltd. Change of Control Severance Plan dated September 13, 2006 (incorporated by reference to Exhibit 10.3 to EPL’s Form 8-K filed on September 14, 2006).
(d)(23)	2006 Long Term Stock Incentive Plan (incorporated by reference to EPL’s proxy statement on Form 14A filed April 5, 2006).
(d)(24)	Energy Partners, Ltd. Long Term Stock Incentive Plan Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.25 to EPL’s Form 10-K filed March 1, 2007).
(d)(25)	Energy Partners, Ltd. 2006 Long Term Stock Incentive Plan (incorporated by reference to Exhibit 10.26 to EPL’s Form 10-K filed March 1, 2007).
(d)(26)	Consent of KPMG LLP.
(d)(27)	Consent of Netherland, Sewell & Associates, Inc.
(d)(28)	Consent of Ryder Scott Company, L.P.
(g)	Not applicable.
(h)	Not applicable.

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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/ Timothy R. Woodal

Name: Timothy R. Woodall

Title: Executive Vice President and Chief Financial Officers

Dated: April 23, 2007

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EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated March 26, 2007.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated March 26, 2007.
(a)(1)(E)	Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated March 26, 2007.
(a)(5)(A)	Summary Advertisement (Wall Street Journal advertisement), dated March 26, 2007.
(a)(5)(B)	Letter from Richard A. Bachmann, Chairman and Chief Executive Officer of Energy Partners, Ltd., to stockholders of Energy Partners, Ltd., dated March 26, 2007.
(a)(5)(C)	Press release, dated March 12, 2007(incorporated by reference to EPL’s Form 8-K filed March 12, 2007)
(a)(5)(D)	Press release, dated March 26, 2007.
(a)(5)(E)	Press release, dated March 28, 2007 (incorporated by reference to Exhibit 99.1 of EPL’s Form 8-K filed March 28, 2007).
(a)(5)(F)	Energy Partners, Ltd. Company Overview dated March 27, 2007(incorporated by reference to Exhibit 99.2 to EPL’s Form 8−K filed March 28, 2007).
(a)(5)(G)	First Quarter 2007 Production and Expense Guidance dated March 27, 2007 (incorporated by reference to Exhibit 99.3 to EPL’s Form 8−K filed March 28, 2007).
(a)(5)(H)	Howard Weil Energy Conference Investor Presentation dated April 4, 2007 (incorporated by reference to Exhibit 99.1 to EPL’s Form 8−K filed April 4, 2007).
(a)(5)(I)	Press release, dated April 5, 2007 (incorporated by reference to Exhibit 99.1 of EPL’s Form 8-K filed April 6, 2007).
(a)(5)(J)	Press release, dated April 6, 2007 (incorporated by reference to Exhibit 99.2 of EPL’s Form 8-K filed April 6, 2007).
(a)(5)(K)	Press release, dated April 10, 2007 (incorporated by reference to Exhibit 99.1 of EPL’s Form 8-K filed April 16, 2007).
(a)(5)(L)	Press release, dated April 23, 2007.
(b)(1)	Commitment Letter, dated as of March 13, 2007, by and among Energy Partners, Ltd., Banc of America Securities LLC, Banc of America Bridge LLC and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to EPL’s Form 8-K filed March 14, 2007).
(d)(1)	Indenture, dated as of August 5, 2003, among Energy Partners, Ltd., the Guarantors named therein and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to EPL’s Form S-4 filed September 5, 2003 (File No. 333-108540)).
(d)(2)	Amended and Restated 2000 Stock Incentive Plan for Non-Employee Directors (incorporated by reference to EPL’s proxy statement on Form 14A filed April 4, 2005 (File No. 001-16179)).
(d)(3)	Purchase and Sale Agreement by and between Ocean Energy, Inc. and Energy Partners, Ltd. dated as of January 26, 2000 (incorporated by reference to Exhibit 10.18, to EPL’s registration statement on Form S-1 (File No. 333-42876)).
(d)(4)	Earnout Agreement dated as of January 15, 2002, by and between Energy Partners, Ltd. and Hall-Houston Oil Company (incorporated by reference to Exhibit 2.5 to EPL’s Form 8-K filed January 22, 2002).
(d)(5)	First Amendment to Earnout Agreement between Energy Partners, Ltd. and Participants effective July 1, 2002 (incorporated by reference to Exhibit 10.1 to EPL’s Form 10-Q filed November 13, 2002).
(d)(6)	Amended and Restated 2000 Long Term Stock Incentive Plan (incorporated by reference to EPL’s proxy statement on Form 14A filed March 27, 2002).
(d)(7)	Second Amendment to Earnout Agreement between Energy Partners, Ltd. and Participants effective January 1, 2003 (incorporated by reference to Exhibit 10.12 to EPL’s Form 10-K filed March 9, 2004).
(d)(8)	Purchase and Sale Agreement, dated as of December 16, 2004, between Castex Energy 1995, L.P., Castex Energy, Inc., the Company and EPL of Louisiana, L.L.C. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated December 16, 2004).

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(d)(9)	Exploration Agreement, dated as of December 16, 2004, between Castex Energy 1995, L.P., Castex Energy, Inc., the Company and EPL of Louisiana, L.L.C. (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated December 16, 2004).
(d)(10)	Offer Letter of Mr. Phillip A. Gobe, dated October 19, 2004 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed October 25, 2004).
(d)(11)	First Amendment to Energy Partners, Ltd. Amended and Restated 2000 Long Term Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of EPL’s Form 10-Q filed August 5, 2004).
(d)(12)	Form of Nonqualified Stock Option Grant under the Energy Partners, Ltd. Amended and Restated 2000 Long Term Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of EPL’s Form 10-Q filed August 5, 2004).
(d)(13)	Form of Restricted Share Unit Agreement under the Energy Partners, Ltd. Amended and Restated 2000 Long Term Stock Incentive Plan (incorporated by reference to Exhibit 10.4 of EPL’s Form 10-Q filed August 5, 2004).
(d)(14)	Energy Partners, Ltd. Change of Control Severance Plan (incorporated by reference to Exhibit 10.2 of the EPL’s Form 8-K filed March 30, 2005).
(d)(15)	Energy Partners, Ltd. Change of Control Severance Agreement (incorporated by reference to Exhibit 10.1 of the EPL’s Form 8-K filed March 30, 2005).
(d)(16)	Form of Performance Share Agreement under the Amended and Restated 2000 Long Term Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of EPL’s Form 8-K filed March 30, 2005).
(d)(17)	Form of Stock Option Grant under the Energy Partners, Ltd. 2000 Stock Option Plan for Non-employee Directors (incorporated by reference to Exhibit 10.5 of EPL’s Form 10-Q filed August 5, 2004).
(d)(18)	Fifth Amended and Restated Credit Agreement dated June 2, 2006 (incorporated by reference to Exhibit 99.1 of EPL’s Form 8-K filed June 13, 2006).
(d)(19)	Offer Letter of Mr. Timothy Woodall, dated July 11, 2006 (incorporated by reference to Exhibit 10.1 to EPL’s Form 8-K filed on August 22, 2006).
(d)(20)	Form of Indemnity Agreement (incorporated by reference to Exhibit 10.1 to EPL’s Form 8-K filed on September 14, 2006).
(d)(21)	Form of First Amendment to Change of Control Severance Agreement (incorporated by reference to Exhibit 10.2 to EPL’s Form 8-K filed on September 14, 2006).
(d)(22)	First Amendment to Energy Partners, Ltd. Change of Control Severance Plan dated September 13, 2006 (incorporated by reference to Exhibit 10.3 to EPL’s Form 8-K filed on September 14, 2006).
(d)(23)	2006 Long Term Stock Incentive Plan (incorporated by reference to EPL’s proxy statement on Form 14A filed April 5, 2006).
(d)(24)	Energy Partners, Ltd. Long Term Stock Incentive Plan Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.25 to EPL’s Form 10-K filed March 1, 2007).
(d)(25)	Energy Partners, Ltd. 2006 Long Term Stock Incentive Plan (incorporated by reference to Exhibit 10.26 to EPL’s Form 10-K filed March 1, 2007).
(d)(26)	Consent of KPMG LLP.
(d)(27)	Consent of Netherland, Sewell & Associates, Inc.
(d)(28)	Consent of Ryder Scott Company, L.P.

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Exhibit (a)(5)(L)

EPL Extends Self-Tender Offer for 8,700,000 Company Shares to 5:00 p.m. New York City time, on April 23, 2007

New Orleans, Louisiana, April 23, 2007…Energy Partners, Ltd. ("EPL" or the "Company") (NYSE:EPL) today announced the extension to 5:00 p.m. New York City time, on April 23, 2007 of its cash tender offer (the "Offer") to purchase up to 8,700,000 issued and outstanding common shares, or approximately 22% of the Company’s shares, at $23 per share.

The Company expects to purchase the shares tendered on a pro rata basis pursuant to the procedures specified in the Offer to Purchase upon the closing of its previously announced sale of $450 million of senior notes, the refinancing of the Company's revolving credit facility and the repurchase of its 8 3/4% senior notes.

As of midnight, New York City time, on April 20, 2007, the initial expiration date for the Offer, 39,679,160 shares had been tendered, including 7,838,612 shares tendered through notice of guaranteed delivery.

Banc of America Securities LLC (1-888-583-8900, ext. 8426) is the dealer manager for the Offer. MacKenzie Partners (1-800-322-2885) is the information agent for the Offer.

Founded in 1998, EPL is an independent oil and natural gas exploration and production company based in New Orleans, Louisiana. The Company's operations are focused along the U. S. Gulf Coast, both onshore in south Louisiana and offshore in the Gulf of Mexico.

Forward-Looking Statements

This press release contains forward-looking information and statements regarding EPL. All statements included in this press release that address activities, events or developments that EPL expects, believes or anticipates will or may occur in the future are forward-looking statements.

These include statements regarding:

·	reserve and production estimates,

·	oil and natural gas prices,

·	the impact of derivative positions,

·	production expense estimates,

·	cash flow estimates,

·	future financial performance,

·	planned capital expenditures,

·	EPL's ability to secure funds necessary to finance the Offer and the refinancing of its revolving credit facility and senior notes, and

·	other matters that are discussed in EPL's filings with the Securities and Exchange Commission (SEC).

These statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties, and other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. Please refer to EPL's filings with the SEC, including Form 10-K for the year ended December 31, 2006, for a discussion of these risks. Please also refer to the Offer to Purchase filed by EPL in connection with the Offer for additional information regarding such risks, uncertainties and contingencies.

No Offer or Solicitation. This announcement does not constitute an offer or invitation to purchase nor a solicitation of an offer to sell any securities of EPL. Any offers to purchase or solicitation of offers to sell will be made only pursuant to a tender offer statement (including an offer to purchase, a letter of transmittal and other offer documents) filed by EPL ("EPL's Tender Offer Statement") with the SEC. EPL'S SHAREHOLDERS ARE ADVISED TO READ EPL'S TENDER OFFER STATEMENT AND ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER THAT ARE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

Additional Information and Where to Find It. Investors and security holders may obtain a free copy of EPL's Tender Offer Statement and other documents filed by EPL with the SEC at the SEC's website at http://www.sec.gov. In addition, investors and security holders may obtain a free copy of EPL's Tender Offer Statement, as well as EPL's related filings with the SEC, from EPL's website at www.eplweb.com or by directing a request to: Energy Partners, Ltd. 201 St. Charles Avenue, Suite 3400, New Orleans, Louisiana 70170, Attn: Secretary, (504) 569-1875 or from MacKenzie Partners, Inc. by calling 1-800-322-2885 toll free or at 1-212-929-5500 collect or by e-mail at EPL@mackenziepartners.com.

SOURCE: Energy Partners, Ltd.

CONTACT:

MacKenzie Partners, Inc.

Information Agent

800-322-2885 (US toll-free) and 212-929-5500 (collect)

Energy Partners Ltd., New Orleans

Investors:

T.J. Thom, 504-799-4830

Al Petrie, 504-799-1953

Media:

Joele Frank, Wilkinson Brimmer Katcher

Steve Frankel or Jeremy Jacobs, 212-355-4449