Energy XXI Ltd (OTCMKTS:EXIXQ) Files An 8-K Other Events
Item 8.01.Other Events
As previously reported by Energy XXI Ltd, a Bermuda exempted
company (the Company or EXXI Ltd), on April 14, 2016, the
Company, Energy XXI Gulf Coast, Inc., a Delaware corporation and
wholly-owned subsidiary of the Company (EGC), and certain of the
Companys other subsidiaries (collectively, the Debtors) filed
voluntarypetitionsfor reorganization in the United States
Bankruptcy Court for the Southern District of Texas, Houston
Division (the Bankruptcy Court), seeking relief under chapter 11
of Title 11 (Chapter 11) of the United States Code (the
Bankruptcy Code) under the captionIn re Energy XXI Ltd, et
al., Case No. 16-31928 (the Chapter 11 Cases), and,
concurrently, the Company filed a winding-uppetitioncommencing an
official liquidation proceeding under the laws of Bermuda before
the Supreme Court of Bermuda (the Bermuda Court). On April 15,
2016, John C. McKenna was appointed as Provisional Liquidator by
the Bermuda Court.
As previously reported by the Company, on November 21, 2016, the
Debtors filed the Second Amended Proposed Joint Chapter 11 Plan
of Reorganization (as amended, modified, or supplemented from
time to time, the Plan), and on December 13, 2016, the Bankruptcy
Court entered an order (the Confirmation Order) to the Bankruptcy
Code, which approved and confirmed the Plan as modified by the
Confirmation Order.
In connection with the satisfaction of the conditions to
effectiveness as set forth in the Confirmation Order and the
Plan, the Company and EGC completed a series of internal
reorganization transactions to which EXXI Ltd transferred all of
its remaining assets to reorganized EGC, as the new parent entity
(Reorganized EGC), and Reorganized EGC ceased to be a subsidiary
of the Company. On December 30, 2016 (the Emergence Date), the
Debtors satisfied the conditions to effectiveness, the Plan
became effective in accordance with its terms and the reorganized
Debtors emerged from the Chapter 11 Cases.
As previously reported by Reorganized EGC, in accordance with the
Plan, all outstanding obligations under the following notes and
the related collateral agreements and registration rights, as
applicable, were cancelled and the indentures governing such
obligations were cancelled:
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11.0% senior secured second lien notes due March 15, 2020 (the Second Lien Notes) issued to that certain Indenture, dated as of March 12, 2015, among EGC, the guarantors party thereto, and U.S. Bank, N.A., as trustee, and all amendments, supplements or modifications thereto and extensions thereof; |
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6.875% senior unsecured notes due March 15, 2024 (the EGC 6.875 Senior Notes) issued to that certain indenture, dated May 27, 2014, among EGC, the guarantors party thereto, and Wilmington Trust, National Association, as successor to Wells Fargo Bank, National Association, and all amendments, supplements or modifications thereto and extensions thereof; |
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7.50% senior unsecured notes due December 15, 2021 (the EGC 7.50% Senior Notes) issued to that certain indenture, dated September 26, 2013, among EGC, the guarantors party thereto, and Wilmington Trust, National Association, as successor to Wells Fargo Bank, National Association, and all amendments, supplements or modifications thereto and extensions thereof; |
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7.75% senior unsecured notes due June 15, 2019 (the EGC 7.75% Senior Notes) issued to that certain indenture, dated February 25, 2011, among EGC, the guarantors party thereto, and Wilmington Trust, National Association, as successor to Wells Fargo Bank, National Association, and all amendments, supplements or modifications thereto and extensions thereof; |
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9.25% senior unsecured notes due December 15, 2017 (the EGC 9.25% Senior Notes, and together with the EGC 6.875% Senior Notes, the EGC 7.50% Senior Notes, the EGC 7.75% Senior Notes and the EGC Unsecured Notes) issued to that certain indenture, dated December 17, 2010, among EGC, the guarantors party thereto, and Wilmington Trust, National Association, as successor to Wells Fargo Bank, National Association, and all amendments, supplements or modifications thereto and extensions thereof; |
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8.25% senior unsecured notes due February 15, 2018 (the EPL 8.25% Senior Notes) issued to that certain indenture, dated as of February 14, 2011, by and EGC, the guarantors party thereto, and U.S. Bank National Association, as trustee, and all amendments, supplements or modifications thereto and extensions thereof; and |
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3.0% senior convertible notes due on December 15, 2018 (the EXXI 3.0% Senior Convertible Notes) issued to that certain indenture dated as of November 22, 2013 among EXXI Ltd and Wilmington Savings Fund Society, FSB, as trustee, and all amendments, supplements or modifications thereto and extensions thereof. |
As previously reported by Reorganized EGC, on the Emergence Date,
Reorganized EGC issued (i) 27,897,739 shares of its common stock,
par value $0.01 per share, pro rata, to holders of the
claims arising from the Second Lien Notes, (ii) 3,985,391 shares
of common stock, pro rata, to holders of the claims
arising from the EGC Unsecured Notes, (iii) 1,328,464 shares of
common stock, pro rata, to holders of the claims arising
from the EPL 8.25% Senior Notes, (iv) 1,271,933 warrants, pro
rata, to holders of the claims arising from the EGC
Unsecured Notes; and (v) 847,956 warrants, pro rata, to holders
of the claims arising from the EPL 8.25% Senior Notes. The
Confirmation Order and Plan provide for the exemption of the
offer and sale of the shares of Reorganized EGCs common stock and
the warrants (including shares of common stock issuable upon the
exercise thereof) from the registration requirements of the
Securities Act of 1933 (the Securities Act) to Section 1145(a)(1)
of the Bankruptcy Code. Section 1145(a)(1) of the Bankruptcy Code
exempts the offer and sale of securities under the Plan from
registration under Section 5 of the Securities Act and state laws
if certain requirements are satisfied.
On February 1, 2017, Reorganized EGC filed a Current Report on
Form 8-K as its initial report to the Securities and Exchange
Commission and as notice that it is the successor issuer of the
Company under Rule 12g-3 under the Exchange Act.
As a result of the Plan, there are no assets remaining in EXXI
Ltd, and under Bermuda law, shareholders (including preferred
shareholders) of EXXI Ltd will not receive any payment. On
January 20, 2017, the Bermuda Court entered a winding up order
formally placing EXXI Ltd in liquidation and confirming John C.
McKenna as Provisional Liquidator. The liquidation will likely be
completed during the first half of 2017, and EXXI Ltd will, at
such conclusion, be dissolved and shareholders of EXXI Ltd will
no longer have any interest in EXXI Ltd as a matter of Bermuda
law. There can be no assurance that the liquidation proceeding
will be completed in a timely manner or at all.
to the Plan, as of the Emergence Date, the following directors
resigned from EXXI Ltds board of directors: William Colvin,
Cornelius Dupr II, Hill A. Feinberg, Kevin Flannery, Scott A.
Griffiths and James LaChance. On January 3, 2017, John D.
Schiller, Jr. also resigned as the remaining sole director of
EXXI Ltd. Following the resignation of all of the directors of
EXXI Ltd and in accordance with Bermuda law, the Provisional
Liquidator assumed full control of EXXI Ltds affairs and will
continue to do so until the liquidation of EXXI Ltd is complete.
Cautionary Note RegardingForward-Looking Statements
This Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These statements, including those relating to the intent,
beliefs, plans or expectations of the Company are based upon
current expectations and are subject to a number of risks,
uncertainties and assumptions. It is not possible to predict or
identify all such risks and uncertaintiesrelating to the Companys
liquidation proceeding under the laws of Bermuda. These risks and
uncertainties could cause actual results to differ materially
from those described in the forward-looking statements. The
Companyassumes no obligation and expressly disclaims any duty to
update the information contained herein except as required by
law.
Energy XXI Ltd (OTCMKTS:EXIXQ) Recent Trading Information
Energy XXI Ltd (OTCMKTS:EXIXQ) closed its last trading session at 0.0100 with 600 shares trading hands.