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8-K - Energy XXI Ltd | v199568_8k.htm |
Energy
XXI Announces Exchange Offer for its 7.25%
Convertible
Perpetual Preferred Stock
HOUSTON –
October 21, 2010 –
Energy XXI (Bermuda) Limited (NASDAQ: EXXI) (AIM: EXXI) (the "Company")
today commenced an offer to exchange any and all shares of its 7.25% Convertible
Perpetual Preferred Stock (the “Preferred Stock”). Subject to the terms and
conditions of the exchange offer, in exchange for each share of Preferred Stock
properly tendered (and not validly withdrawn) and accepted by the
Company:
§
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on
or prior to 5:00 p.m., New York City time on November 4, 2010 (the “Early
Tender Date”), participating holders of Preferred Stock will receive the
following consideration per share of Preferred Stock: (i) 8.77192 shares of
the Company’s common stock and (ii) a cash payment of $19.00;
and
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§
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after
the Early Tender Date but prior to Midnight, New York City time, on
November 18, 2010, participating holders of Preferred Stock will receive
the following consideration per share of Preferred Stock: (i) 8.77192
shares of the Company’s common stock and (ii) a cash payment of
$18.50.
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In
addition, holders will receive in respect of their shares of Preferred Stock
that are accepted for exchange, accrued and unpaid dividends on such Preferred
Stock up to, but not including, the settlement date of the exchange
offer.
The
exchange offer will expire at Midnight, New York City time, on November 18,
2010, unless extended or earlier terminated by the Company. Tendered Preferred
Stock may be withdrawn at any time prior to the expiration of the exchange
offer. In addition, holders may withdraw any tendered shares of Preferred Stock
that are not accepted by the Company for exchange after the expiration of 40
business days following today’s commencement of the exchange offer.
The
exchange offer is not conditioned upon any minimum number of shares of Preferred
Stock being tendered.
Subject
to applicable law, the Company may waive certain conditions applicable to the
exchange offer or extend, terminate or otherwise amend the exchange offer in its
sole discretion.
1
Continental
Stock Transfer & Trust Company is acting as the exchange agent for the
exchange offer and D.F. King & Co., Inc. is acting as the information agent
for the exchange offer.
This
press release is neither an offer to purchase nor a solicitation to buy any of
the Preferred Stock nor is it a solicitation for acceptance of the exchange
offer. The Company is making the exchange offer only by, and pursuant to the
terms of, the Offer to Exchange and the Letter of Transmittal. The exchange
offer is not being made in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or other laws
of such jurisdiction. None of the Company, the information agent or the exchange
agent for the exchange offer makes any recommendation in connection with the
exchange.
The
complete terms and conditions of the exchange offer is set forth in the Offer to
Exchange and Letter of Transmittal that are being sent to holders of the
Preferred Stock. Holders are urged to read these documents carefully when they
become available. Copies of the Offer to Exchange and Letter of Transmittal may
be obtained from D.F. King & Co., Inc., the information agent for the
exchange offer, at (212) 269-5550 or (888) 628-1041 (toll-free).
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Forward-Looking
Statements
All
statements included in this release relating to future plans, projects, events
or conditions and all other statements other than statements of historical fact
included in this release are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
in this press release relate to, among other things, the exchange offer for the
convertible preferred stock. These statements are based upon current
expectations and are subject to a number of risks, uncertainties and
assumptions, including changes in long-term oil and gas prices or other market
conditions affecting the oil and gas industry, reservoir performance, the
outcome of commercial negotiations and changes in technical or operating
conditions, among others, that could cause actual results, including project
plans and related expenditures and resource recoveries, to differ materially
from those described in the forward-looking statements. The Company
assumes no obligation and expressly disclaims any duty to update the information
contained herein except as required by law.
About
Energy XXI
Energy
XXI is an independent oil and natural gas exploration and production company
whose growth strategy emphasizes acquisitions, enhanced by its value-added
organic drilling program. The Company’s properties are located in the U.S. Gulf
of Mexico waters and the Gulf Coast onshore. Seymour Pierce is Energy
XXI listing broker in the United Kingdom.
Enquiries
of the Company
Energy XXI (Bermuda)
Limited
Stewart
Lawrence
Vice
President, Investor Relations and Communications
713-351-3006
slawrence@energyxxi.com
Pelham Bell
Pottinger
James
Henderson
jhenderson@pelhambellpottinger.co.uk
Mark
Antelme
mantelme@pelhambellpottinger.co.uk
+44 (0)
20 7861 3232
Seymour
Pierce
Nominated
Adviser:
Jonathan
Wright
Jeremy
Porter
Corporate
Broking:
Richard
Redmayne
+44 (0)
20 7107 8000
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