Attached files
| file | filename |
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| EX-2.1 - EX-2.1 - Energy XXI Ltd | v203664_ex2-1.htm |
| EX-99.1 - EX-99.1 - Energy XXI Ltd | v203664_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 22, 2010 (November 19,
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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||
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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.
Exxon
Acquisition
On November
19, 2010, Energy XXI GOM, LLC, an indirect wholly-owned subsidiary of Energy XXI
(Bermuda) Limited (the “Company”), entered into a Purchase and Sale Agreement
(the “Purchase Agreement”) with Exxon Mobil Corporation, Mobil Oil Exploration
& Producing Southeast Inc., ExxonMobil Pipeline Company and Mobil Eugene
Island Pipeline Company (collectively, “Exxon”) to acquire (the “Exxon
acquisition”) certain shallow-water Gulf of Mexico shelf oil and natural gas
interests (the “Exxon properties”) for $1.012 billion in cash (the
“Consideration”). The properties include nine fields on the Gulf of Mexico
shelf, generally located between Energy XXI's existing core South Timbalier and
Main Pass operations in water depths of 470 feet or less. In
connection with the Exxon acquisition, Exxon has retained an overriding royalty
interest of five percent of eight-eighths with respect to mineral interests
below the
lowest known producing geological formation depths in the Exxon properties.
Simultaneously
with the Exxon acquisition, the Company placed $101.2 million of the
Consideration into an interest bearing account as a performance deposit to be
paid to Exxon upon the closing of the Exxon acquisition.
The Company
intends to finance the Exxon acquisition with (i) $450.0 million in borrowings
under a term loan (the “Term Loan”), as further described below, or the issuance
of senior debt securities, (ii) $350.0 million in borrowings under the Company’s
revolving credit facility and (iii) cash on hand. The Company expects the Exxon
acquisition to close on or about December 20, 2010, subject to the satisfaction
of the other closing conditions of the parties, as further described
below.
The Purchase
Agreement contains customary representations, warranties and covenants between
the parties. In addition to customary closing conditions, the closing of the
Exxon acquisition is also conditioned upon the receipt of a standby letter of
credit from the Company in the amount of $225.0 million to cover certain
obligations to abandon, restore and remediate the Exxon properties (the “Standby
Letter of Credit”). The Standby Letter of Credit is subject to redetermination
beginning thirty days prior to January 1, 2016 and each three years thereafter
and will terminate within 120 days from the date Exxon receives evidence that
the Company has performed all obligations to abandon, restore and remediate the
Exxon properties. The Company expects to issue the Standby Letter of Credit
under the Company’s revolving credit facility. The Company also expects to
record as a liability an asset retirement obligation of approximately $200.0
million related to the Exxon properties representing the estimated present value
of future plugging, abandonment and remediation obligations.
Concurrent
with the execution of the Purchase Agreement, Energy XXI Gulf Coast, Inc., an
indirect wholly-owned subsidiary of the Company, received a commitment letter
from The Royal Bank of Scotland plc, RBS Securities Inc., BNP Paribas, BNP
Paribas Securities Corp, UBS Loan Finance LLC and UBS Securities LLC to fund the
Term Loan.
A copy of the
Purchase Agreement is attached hereto as Exhibit 2.1, which is incorporated by
reference into this Item 1.01. The foregoing summary of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to
Exhibit 2.1 hereto.
Item 7.01 Regulation FD
Disclosure.
On
November 21, 2010, the Company issued a press release announcing the Exxon
Acquisition. A copy of that press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference into
this Item 7.01.
In
accordance with General Instruction B.2. of Form 8-K, the information presented
under this Item 7.01 shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as expressly set forth by specific reference in such a
filing.
Item 9.01. Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit
Number
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Description
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2.1
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Purchase
and Sale Agreement, dated November 19, 2010, among Energy XXI GOM, LLC,
Exxon Mobil Corporation, Mobil Oil Exploration & Producing Southeast
Inc., ExxonMobil Pipeline Company and Mobil Eugene Island Pipeline
Company.
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99.1
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Press
Release of Energy XXI (Bermuda) Limited, dated November 21,
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
22, 2010
EXHIBIT INDEX
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Exhibit
Number
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Description
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2.1
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Purchase
and Sale Agreement, dated November 19, 2010, among Energy XXI GOM, LLC,
Exxon Mobil Corporation, Mobil Oil Exploration & Producing Southeast
Inc., ExxonMobil Pipeline Company and Mobil Eugene Island Pipeline
Company.
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99.1
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Press
Release of Energy XXI (Bermuda) Limited, dated November 21,
2010.
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