Attached files
| file | filename |
|---|---|
| EX-1.2 - Energy XXI Ltd | v200520_ex1-2.htm |
| EX-5.1 - Energy XXI Ltd | v200520_ex5-1.htm |
| EX-5.2 - Energy XXI Ltd | v200520_ex5-2.htm |
| EX-3.1 - Energy XXI Ltd | v200520_ex3-1.htm |
| EX-1.1 - Energy XXI Ltd | v200520_ex1-1.htm |
| EX-99.1 - Energy XXI Ltd | v200520_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): November 3, 2010 (October
28, 2010)
Energy
XXI (Bermuda) Limited
(Exact
name of registrant as specified in its charter)
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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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o 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.
Common
Stock Underwriting Agreement
On October 28, 2010, Energy XXI
(Bermuda) Limited (the “Company”) entered into an Underwriting Agreement (the
“Common Stock Underwriting Agreement”) with UBS Securities LLC and Credit Suisse
Securities (USA) LLC, as joint book-running managers and representatives of the
several underwriters named therein (the “Common Stock Underwriters”), pursuant
to which the Company agreed to sell 12,000,000 shares (the “Firm Common Shares”)
of the Company’s common stock, par value $0.005 per share (the “Common Shares”),
at a public offering price of $20.75 per Common Share ($19.765 per Common Share,
net of underwriting discount). Pursuant to the Common Stock
Underwriting Agreement, the Company granted the Common Stock Underwriters a
30-day option to purchase up to an additional 1,800,000 Common Shares on the
same terms as the Firm Common Shares to cover over-allotments, if any. On
November 2, 2010, the Common Stock Underwriters exercised their option to
purchase an additional 1,800,000 Common Shares. The offer and sale of the
Common Shares have been registered under the Securities Act of 1933, as amended
(the “Securities Act”), pursuant to a Registration Statement on Form S-3
(Registration No. 333-165739) of the Company (the “Registration Statement”), as
supplemented by the Prospectus Supplement dated October 28, 2010 relating to the
Common Shares, filed with the Securities and Exchange Commission (“Commission”)
pursuant to Rule 424(b) of the Securities Act on November 1, 2010. The sale
of 12,000,000 Common Shares pursuant to the Common Stock Underwriting Agreement
closed on November 3, 2010. The sale
of 1,800,000 Common Shares pursuant to the Common Stock Underwriters' option to
purchase additional Common Shares is expected to close on November 5,
2010.
The Common Stock Underwriting Agreement
contains customary representations and warranties of the parties and
indemnification and contribution provisions under which the Company, on the one
hand, and the Common Stock Underwriters, on the other, have agreed to indemnify
each other against certain liabilities, including liabilities under the
Securities Act.
The summary of the Common Stock
Underwriting Agreement set forth in this Item 1.01 does not purport to be
complete and is qualified by reference to such agreement, which is filed as
Exhibit 1.1 hereto and incorporated herein by reference.
Preferred
Stock Underwriting Agreement
On October 28, 2010, the Company
entered into an Underwriting Agreement (the “Preferred Stock Underwriting
Agreement”) with UBS Securities LLC, BNP Paribas Securities Corp. and RBS
Securities Inc., as joint book-running managers (the “Preferred Stock
Underwriters”), pursuant to which the Company agreed to sell 1,000,000 shares
(the “Firm Preferred Shares”) of the Company’s 5.625% convertible perpetual
preferred stock, par value $0.001 per share (the “Preferred Shares”), at a
public offering price of $250.00 per Preferred Share ($246.25 per Preferred
Share, net of underwriting discount). Pursuant to the Preferred Stock
Underwriting Agreement, the Company granted the Preferred Stock Underwriters a
30-day option to purchase up to an additional 150,000 Preferred Shares on the
same terms as the Firm Preferred Shares to cover over-allotments, if
any. On
November 2, 2010, the Preferred Stock Underwriters exercised their option to
purchase an additional 150,000 Preferred Shares. The offer
and sale of the Preferred Shares have been registered under the Securities Act
pursuant to the Registration Statement as supplemented by the Prospectus
Supplement dated October 28, 2010 relating to the Preferred Shares, filed with
the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities
Act on November 1, 2010. The sale
of 1,150,000 Preferred Shares pursuant to the Preferred Stock Underwriting
Agreement closed on November 3, 2010.
The Preferred Stock Underwriting
Agreement contains customary representations and warranties of the parties and
indemnification and contribution provisions under which the Company, on the one
hand, and the Preferred Stock Underwriters, on the other, have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act.
The
summary of the Preferred Stock Underwriting Agreement set forth in this Item
1.01 does not purport to be complete and is qualified by reference to such
agreement, which is filed as Exhibit 1.2 hereto and incorporated herein by
reference.
Item
3.03. Material Modification to Rights of Security
Holders.
The matters described below under Item
5.03 are incorporated herein by reference.
Item
5.03. Amendment to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
In connection with the offering of the
Preferred Shares, as described in Item 1.01 above, on October 28, 2010, the
Company adopted a Certificate of Designation to designate up to 1,150,000 of the
Company’s 5.625% convertible perpetual preferred stock, par value $0.001 per
share (the “Preferred Shares”). The following is a summary of the
material terms of the Preferred Shares set forth in the Certificate of
Designations.
The
annual dividend on each Preferred Share is $14.0625 and is payable in cash,
Common Shares or a combination thereof at the Company’s election, in arrears, on
each March 15, June 15, September 15 and December 15, commencing on March 15,
2010.
The Preferred
Shares are not redeemable by the Company at any time. Each Preferred
Share has a liquidation preference of $250.00 per share and is convertible,
at the holder’s option at any time, initially into approximately
9.8353 Common Shares based on an initial conversion price of $25.42
per share, subject in each case to specified adjustments as set forth in the
Certificate of Designations (the “Conversion Rate”). Based on the initial
Conversion Rate, approximately 15,804,591 to 18,017,391 Common
Shares would be issuable upon conversion of all 1,150,000 Preferred
Shares.
On or
after December 15, 2013, the Company may at its option cause all
outstanding Preferred Shares to be automatically converted into Common
Shares at the then-prevailing Conversion Rate, if the closing sale price of
a Common Share exceeds 130% of the then-prevailing Conversion Rate for
at least 20 trading days in a period of 30 consecutive trading
days.
If a
holder converts its Preferred Shares at any time beginning at the opening
of business on the trading day immediately following the effective date of a
transaction that constitutes a fundamental change and ending at the close of
business on the 30th trading day immediately following such effective date, the
holder will automatically receive a number of Common Shares equal to
the greater of:
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·
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the
sum of (i) a number of Common Shares based on the prevailing
Conversion Rate and (ii) the make-whole premium, if any, as identified in
the chart below; and
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·
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a
number of the Common Shares calculated by reference to an
adjusted Conversion Rate equal to the greater of (i) the average of the
volume weighted average price of a Common Shares for
ten days preceding the effective date of a fundamental change and (ii)
$24.0964.
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The
following table sets forth the stock price paid, or deemed paid, per Common
Share in a transaction that constitutes the fundamental change, the
effective date and the make-whole premium (expressed as a number of additional
common shares ) to be paid upon a conversion in connection with a
fundamental change:
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Number
of Additional Shares
(per
$250 liquidation preference)
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||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Stock Price ($)1
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||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Effective
Date
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$20.75 | $22.50 | $25.00 | $27.50 | $30.00 | $33.04 | $35.00 | $40.00 | $45.00 | $50.00 | $60.00 | $70.00 | $80.00 | $100.00 | ||||||||||||||||||||||||||||||||||||||||||
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November
3, 2010
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2.2128 | 2.0356 | 1.6889 | 1.4233 | 1.2161 | 1.0203 | 0.9185 | 0.7191 | 0.5781 | 0.4738 | 0.3306 | 0.2371 | 0.1716 | 0.0883 | ||||||||||||||||||||||||||||||||||||||||||
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December
15, 2011
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2.2128 | 1.7324 | 1.3918 | 1.1371 | 0.9441 | 0.7685 | 0.6804 | 0.5159 | 0.4069 | 0.3302 | 0.2295 | 0.1652 | 0.1201 | 0.0615 | ||||||||||||||||||||||||||||||||||||||||||
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December
15, 2012
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2.2128 | 1.4580 | 1.1001 | 0.8387 | 0.6491 | 0.4880 | 0.4132 | 0.2883 | 0.2181 | 0.1747 | 0.1225 | 0.0898 | 0.0662 | 0.0341 | ||||||||||||||||||||||||||||||||||||||||||
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December
15, 2013 and thereafter
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2.2128 | 1.2885 | 0.8739 | 0.5344 | 0.2559 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | ||||||||||||||||||||||||||||||||||||||||||
(1) The
stock prices set forth in the table will be adjusted as of any date on which the
Conversion Rate of the Preferred Shares are adjusted
by
multiplying the applicable price in effect immediately before the adjustment by
a fraction:
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·
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whose
numerator is the Conversion Rate immediately before the adjustment;
and
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·
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whose
denominator is the adjusted Conversion
Rate.
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In
addition, the number of additional Common Shares in the table will be
adjusted at the same time, in the same manner in which, and for the same events
for which, the Company must adjust the Conversion Rate.
Except as
required by the law of Bermuda or for the authorization of any class of the
Company’s capital stock senior to the Preferred Shares, holders of the Preferred
Shares will have no voting rights unless dividends are in arrears and unpaid for
six or more quarterly periods. Until such arrearage is paid in full, the holders
(voting as a single class with the holders of any other preferred shares having
similar voting rights) will be entitled to elect two directors and the number of
directors on the Company’s board of directors will increase by that same
number.
No
dividends may be declared and paid upon, or set apart for payment upon,
the Common Shares unless all accumulated and unpaid dividends have
been or contemporaneously are declared and paid on the Preferred Shares and any
parity shares for all dividend payment periods terminating on or prior to the
date of such declaration or payment.
The
foregoing description of the Certificate of Designations, which sets the terms
of the Preferred Shares, does not purport to be complete and is qualified in its
entirety by reference to the full text of the Certificate of Designations, a
copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by
reference.
Item
7.01. Regulation FD Disclosure.
On October 29, 2010, the Company issued
a press release announcing that it had priced the concurrent offerings of
12,000,000 Common Shares and 1,000,000 Preferred Shares. A copy of
the press release is furnished as Exhibit 99.1 hereto and is incorporated herein
by reference.
In accordance with General Instruction
B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is
deemed to be “furnished” and shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
Number
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Description
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1.1
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Underwriting
Agreement, dated October 28, 2010, by and among Energy XXI (Bermuda)
Limited, UBS Securities LLC and Credit Suisse Securities (USA) LLC, as
representatives of the several underwriters named
therein.
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1.2
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Underwriting
Agreement, dated October 28, 2010, by and among Energy XXI (Bermuda)
Limited, UBS Securities LLC, BNP Paribas Securities Corp. and RBS
Securities Inc.
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3.1
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Certificate
of Designations of 5.625% Convertible Perpetual Preferred Stock of Energy
XXI (Bermuda) Limited.
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5.1
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Opinion
of Appleby Global, dated November 3, 2010.
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5.2
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Opinion
of Appleby Global, dated November 3, 2010.
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23.1
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Consent
of Appleby Global (contained in Exhibit 5.1 hereto).
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23.2
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Consent
of Appleby Global (contained in Exhibit 5.2 hereto).
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99.1
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Press
Release of Energy XXI (Bermuda) Limited, dated October 29,
2010.
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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.
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Energy
XXI (Bermuda) Limited
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By:
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/s/ David West Griffin
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Name:
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David
West Griffin
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Title:
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Chief
Financial Officer
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November
3, 2010
EXHIBIT INDEX
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Exhibit
Number
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Description
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1.1
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Underwriting
Agreement, dated October 28, 2010, by and among Energy XXI (Bermuda)
Limited, UBS Securities LLC and Credit Suisse Securities (USA) LLC, as
representatives of the several underwriters named
therein.
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1.2
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Underwriting
Agreement, dated October 28, 2010, by and among Energy XXI (Bermuda)
Limited, UBS Securities LLC, BNP Paribas Securities Corp. and RBS
Securities Inc.
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3.1
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Certificate
of Designations of 5.625% Convertible Perpetual Preferred Stock of Energy
XXI (Bermuda) Limited.
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5.1
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Opinion
of Appleby Global, dated November 3, 2010.
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5.2
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Opinion
of Appleby Global, dated November 3, 2010.
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23.1
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Consent
of Appleby Global (contained in Exhibit 5.1 hereto).
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23.2
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Consent
of Appleby Global (contained in Exhibit 5.2 hereto).
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99.1
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Press
Release of Energy XXI (Bermuda) Limited, dated October 29,
2010.
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