UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 17, 2014
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Energy XXI (Bermuda) Limited
(Exact name of registrant as specified in its charter)
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| Bermuda | 001-33628 | 98-0499286 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| Canon’s Court, 22 Victoria Street, P.O. Box HM 1179, Hamilton HM EX, Bermuda |
| Registrant’s telephone number, including area code: (441) 295-2244 |
| Not Applicable 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:
| x | 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 8.01. Other Events
On April 21, 2014, Energy XXI (Bermuda) Limited (the “Parent”) announced that the requisite holders of the 8.250% Senior Notes due 2018 (the “Notes”) of EPL Oil & Gas, Inc. (“EPL”) had consented to certain proposed amendments to certain definitions (the “Proposed COC Amendments”) set forth in the Indenture, dated as of February 14, 2011, by and among EPL, the guarantors party thereto, and U.S. Bank National Association, as trustee, as described in the Consent Solicitation Statement dated April 7, 2014 (the “Statement”) and in the accompanying Consent Letter.
As of 5:00 p.m., New York City time, on April 17, 2014, Parent had received valid consents from holders of an aggregate principal amount of $484,098,000 of the Notes. Subject to the terms and conditions set forth in the Statement, the Parent will make an aggregate cash payment equal to $2.50 per $1,000 principal amount of Notes for which consents to the Proposed COC Amendments are validly delivered and unrevoked (the “Consent Fee”) to the Paying Agent (as defined in the Statement) on behalf of the holders who delivered such valid and unrevoked consents to the Proposed COC Amendments on or prior to the Expiration Date (as defined in the Statement).
A copy of the press release announcing the results of the consent solicitation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit |
Description | |
| 99.1 | Press Release of Energy (XXI) Bermuda Limited, dated April 21, 2014 |
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.
| Energy XXI (Bermuda) Limited | ||
| By: | /s/ David West Griffin | |
| David West Griffin | ||
| April 21, 2014 | Chief Financial Officer | |
Exhibit Index
|
Exhibit |
Description | |
| 99.1 | Press Release of Energy XXI (Bermuda) Limited |