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EX-4.2 - Energy XXI Ltd | v206131_ex4-2.htm |
EX-4.1 - Energy XXI Ltd | v206131_ex4-1.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): December 22, 2010 (December 17,
2010)
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)
|
(Commission
File Number)
|
(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.
Indenture
and Notes
As
previously reported on a Form 8-K filed on December 6, 2010,
on December
3, 2010, Energy XXI Gulf Coast, Inc. ( “EXXI Gulf Coast”), Energy XXI (Bermuda)
Limited (the “Company”) and several of EXXI Gulf Coast’s wholly-owned
subsidiaries (the “Subsidiary Guarantors,” and, together with the Company, the
“Guarantors”) entered into a Purchase Agreement (the “Purchase Agreement”) with
RBS Securities Inc., UBS Securities LLC and BNP Paribas Securities Corp., as
representatives of the several initial purchasers named
therein (collectively, the “Initial Purchasers”), relating to the
issuance and sale of $750,000,000 in aggregate principal amount of EXXI Gulf
Coast’s 9.25% senior unsecured notes due 2017 (the “Notes”). The Notes have a
yield to maturity of 9.25%. 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 were resold to qualified institutional
buyers in reliance on Rule 144A of the Securities Act.
The Notes
were issued on
December 17, 2010 pursuant
to an indenture, dated December 17, 2010 (the “Indenture”), among EXXI Gulf
Coast, the Company
and the other Guarantors
named therein and Wells Fargo Bank, National Association, as trustee (the
“Trustee”). The Notes are the general unsecured senior obligations of EXXI Gulf
Coast. The Notes will rank equally in right of payment with all of EXXI Gulf
Coast’s and the
Guarantors’ existing
and future senior indebtedness and senior in right of payment to any of EXXI
Gulf Coast’s and the
Guarantors’ future
subordinated indebtedness. The Notes will effectively be junior in right of
payment to all of EXXI Gulf Coast’s and the
Guarantors’ existing
and future secured indebtedness and other obligations to the extent of the value
of the assets securing such indebtedness and other obligations. The Notes will
be fully and unconditionally guaranteed on a senior basis by the Guarantors, and
by certain future subsidiaries of EXXI Gulf Coast.
Interest
and Maturity
The Notes
will mature on December 15, 2017, and interest is payable on the Notes on June
15 and December 15 of each year, commencing June 15, 2011.
Optional
Redemption
EXXI Gulf
Coast has the option to redeem all or a portion of the Notes at any time on or
after December 15, 2014 at the redemption prices specified in the Indenture plus
accrued and unpaid interest. EXXI Gulf Coast may also redeem the Notes, in whole
or in part, at a “make-whole” redemption price specified in the Indenture, plus
accrued and unpaid interest, at any time prior to December 15, 2014. In
addition, prior to December 15, 2013, EXXI Gulf
Coast may redeem up to 35% of the Notes under certain circumstances at a
price equal to 109.25% of the aggregate principal amount with the
net cash proceeds from certain equity offerings.
Change of Control Offer
If a
change of control, as defined in the Indenture, occurs each holder of Notes will
have the right to require EXXI Gulf Coast to repurchase all or any of their
notes at a price equal to 101% of the aggregate principal amount plus accrued
and unpaid interest.
Certain
Covenants
The
Indenture restricts EXXI Gulf Coast’s ability and the ability of its restricted
subsidiaries to: (i) transfer or sell assets; (ii) make loans or investments;
(iii) pay dividends, redeem subordinated indebtedness or make other restricted
payments; (iv) incur or guarantee additional indebtedness or issue disqualified
capital stock; (v) create or incur certain liens; (vi) incur dividend or other
payment restrictions affecting certain subsidiaries; (vii) consummate a merger,
consolidation or sale of all or substantially all of its assets; (viii)
enter into transactions with affiliates; and (ix) engage in business other than
the oil and gas business. These covenants are subject to a number of important
exceptions and qualifications.
Events
of Default
The
Indenture provides that each of the following is an Event of Default: (i)
default for 30 days in the payment when due of interest on the Notes; (ii)
default in payment when due at maturity, upon redemption or otherwise, of the
principal of, or premium, if any, on the Notes; (iii) failure by EXXI Gulf Coast
to comply with certain covenants relating to merger, consolidation or sale of
assets; (iv) failure by EXXI Gulf Coast or any of its restricted subsidiaries or
the Company to comply for 30 days after notice with certain provisions under the
Indenture; (v) failure by EXXI Gulf Coast or the Company to comply for 60 days
after notice with any of the other agreements in the Indenture; (vi) default
under any mortgage, indenture or similar instrument of indebtedness of EXXI Gulf
Coast or any of its significant restricted subsidiaries, if the
indebtedness aggregates $15 million or more, and that default: (a) is caused by
a failure to pay principal of, or interest or premium, if any, on such
indebtedness prior to the expiration of the grace period or (b) results in the
acceleration of such indebtedness prior to its stated maturity; (vii) failure by
EXXI Gulf Coast or any of its significant restricted subsidiaries to pay final
judgments aggregating in excess of $15 million, which judgments are not paid,
discharged or stayed for a period of 60 days; (viii) any Note guarantee ceases
to be in full force and effect, other than in accordance with the terms of the
Indenture, or a Guarantor of the Notes denies or disaffirms its obligations
under its Note guarantee; and (ix) certain events of bankruptcy or insolvency
described in the Indenture with respect to EXXI Gulf Coast or any of its
significant subsidiaries. In the case of an Event of Default arising from
certain events of bankruptcy or insolvency with respect to EXXI Gulf Coast, all
outstanding Notes will become due and payable immediately without further action
or notice. If any other Event of Default occurs and is continuing, the Trustee
or the holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable immediately.
A copy of
the Indenture is filed as Exhibit 4.1 to this to this Current Report on Form 8-K
(“Form 8-K”) and is incorporated herein by reference. The description of the
Indenture in this report is a summary and is qualified in its entirety by the
terms of the Indenture.
Registration
Rights Agreement
In
connection with the issuance and sale of the Notes, EXXI Gulf Coast and the
Guarantors entered into a registration rights agreement (the “Registration
Rights Agreement”) with representatives of the Initial Purchasers, dated
December 17, 2010. Pursuant to the Registration Rights Agreement, EXXI Gulf
Coast and the Guarantors have agreed to file a registration statement with the
Securities and Exchange Commission so that holders of the Notes can exchange the
Notes for registered notes that have substantially identical terms as the Notes.
In addition, EXXI Gulf Coast and the Guarantors have agreed to exchange the
guarantee related to the Notes for a registered guarantee having substantially
the same terms as the original guarantee. EXXI Gulf Coast and the Guarantors
will use their reasonable best efforts to cause a registration statement with
respect to this exchange to be declared effective under the Securities Act
within 270 days after the issuance of the Notes. In
certain circumstances, EXXI Gulf Coast may be required to file a shelf
registration statement with respect to resales of the
Notes. EXXI Gulf
Coast and the Guarantors are required to pay additional interest if they fail to
comply with these obligations under
certain circumstances.
A copy of
the Registration Rights Agreement is filed as Exhibit 4.2 to this Form 8-K and
is incorporated herein by reference. The description of the Registration Rights
Agreement in this report is a summary and is qualified in its entirety by the
terms of the Registration Rights Agreement.
Relationships
The
Initial Purchasers and certain of their affiliates have provided and may in the
future provide financial advisory, investment banking and commercial banking
services in the ordinary course of business to EXXI Gulf Coast and the
Guarantors, for which they receive customary fees and expense reimbursement.
Affiliates of certain of the Initial Purchasers are lenders and/or agents under
EXXI Gulf Coast’s revolving credit facility.
Item
2.03 – Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information included in Item 1.01 of this Form 8-K is incorporated herein by
reference.
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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4.1
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Indenture
dated as of December 17, 2010 among Energy XXI Gulf Coast, Inc., Energy
XXI (Bermuda) Limited and the other Guarantors
named therein and Wells Fargo Bank, National Association, as
trustee.
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4.2 | Registration Rights Agreement dated as of December 17, 2010 among Energy XXI Gulf Coast, Inc., Energy XXI (Bermuda) Limited and the other Guarantors named therein and the Initial Purchasers named therein. |
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:
December 22, 2010
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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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4.1
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Indenture
dated as of December 17, 2010 among Energy XXI Gulf Coast, Inc., Energy
XXI (Bermuda) Limited and the other Guarantors
named therein and Wells Fargo Bank, National Association, as
trustee.
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4.2 | Registration Rights Agreement dated as of December 17, 2010 among Energy XXI Gulf Coast, Inc., Energy XXI (Bermuda) Limited and the other Guarantors named therein and the Initial Purchasers named therein. |