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EX-99.1 - EX-99.1 - Energy XXI Ltd | v210865_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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): February 11, 2011 (February 10,
2011)
Energy
XXI (Bermuda) Limited
(Exact
name of registrant as specified in its charter)
BERMUDA
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001-33628
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98-0499286
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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Canon’s
Court, 22 Victoria Street, P.O. Box HM
1179,
Hamilton HM EX, Bermuda
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (441) 295-2244
(Former
name or former address, if changed since last report.)
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.
Purchase
Agreement
On
February 10, 2011, Energy XXI Gulf Coast, Inc. (the “Company”), Energy XXI
(Bermuda) Limited and several of the Company’s wholly-owned subsidiaries
(together with Energy XXI (Bermuda) Limited, the “Guarantors”) entered into a
Purchase Agreement (the “Purchase Agreement”) with RBS Securities Inc. (the
“Initial Purchaser”), relating to the issuance and sale of $250,000,000 in
aggregate principal amount of the Company’s 7.75% senior unsecured notes due
2019 (the “Notes”). The Notes have a yield to maturity of 7.75%. The Notes were
offered and sold in a transaction exempt from the registration requirements of
the Securities Act of 1933, as amended (the “Securities Act”). The Notes may be
resold to qualified institutional buyers in reliance on Rule 144A of the
Securities Act and to
certain non-U.S. persons in transactions outside the United States in reliance
on Regulation S under the Securities Act.
The
Purchase Agreement contains customary representations and warranties of the
parties and indemnification and contribution provisions under which the Company
and the Guarantors, on one hand, and the Initial Purchaser, on the other, have
agreed to indemnify each other against certain liabilities, including
liabilities under the Securities Act. The Company and the Guarantors also agreed
to enter into a registration rights agreement with holders of the
Notes.
Relationships
The
Initial Purchaser and its affiliates have provided and may in the future provide
financial advisory, investment banking and commercial banking services in the
ordinary course of business to the Company and the Guarantors, for which they
receive customary fees and expense reimbursement. The Initial Purchaser is a
lender and agent under the Company’s revolving credit facility, which the
Company intends to partially repay with a portion of the net proceeds from the
offering of the Notes. In
addition, an affiliate of the Initial Purchaser holds a portion of the Company’s
10% Senior Notes due 2013, which the Company intends to repurchase
with a portion of the net proceeds from the offering of the
Notes.
Item
8.01 – Other Events.
On
February 10, 2011, the Company issued a press release announcing the pricing of
the Notes. A copy of the Company’s press release is filed as Exhibit 99.1 to
this Form 8-K and is incorporated herein by reference.
The press
release shall not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities in any state in which the
offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
Item
9.01 – Financial Statements and Exhibits.
(d)
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Exhibits.
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Exhibit No.
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Description
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99.1
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Press
release dated February 10,
2011.
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SIGNATURE
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 thereunto
duly authorized.
Energy
XXI (Bermuda) Limited
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(Registrant)
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Date:
February 11, 2011
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By:
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/s/ David West Griffin
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David
West Griffin
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Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit No.
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Description
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99.1
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Press
release dated February 10,
2011.
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