HOUSTON, Oct. 29, 2009 (GLOBE NEWSWIRE) -- Energy XXI Gulf Coast, Inc. (the "Company") today announced it has made certain amendments to its previously announced exchange offer and consent solicitation in respect of its 10% Senior Notes due 2013 (the "Senior Notes"), pursuant to its confidential offering circular and consent solicitation statement dated Sept. 4, 2009 (the "Offering Circular"), as amended by the Supplement thereto dated Sept. 18, 2009, and the Revision to Supplement thereto dated Sept. 21, 2009 and the accompanying letter of transmittal and consent (collectively, the "Offering Documents").
The Company commenced an offer to exchange up to $347.5 million principal amount (the "Maximum Acceptance Amount") outstanding Senior Notes properly tendered (and not validly withdrawn) and accepted by the Company for its newly issued 16% Second Lien Junior Secured Notes due 2014 (the "Second Lien Notes"), subject to proration. In conjunction with the exchange offer, the Company also commenced soliciting consents from holders of the Senior Notes to certain proposed amendments to the indenture under which the Senior Notes were issued, which, if effected, would modify certain of the restrictive covenants in that indenture in order to permit the issuance of the Second Lien Notes.
The Company is amending the terms of the exchange offer as follows:
* The exchange offer will be conducted as a private transaction in
reliance upon an exemption from the registration requirements under
the Securities Act of 1933, as amended (the "Securities Act"). The
exchange offer will be made, and the Series A Second Lien Notes are
being offered and will be issued, only to holders of Senior Notes
that are "qualified institutional buyers," as that term is defined
in Rule 144A under the Securities Act, or institutional "accredited
investors," as that term is defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act. The holders of Senior
Notes who wish to participate in the exchange offer will be required
to complete, sign and deliver to the Exchange Agent no later than
5:00 p.m., New York City time, on November 4, 2009 an Eligibility
Letter that certifies they are at least one of the foregoing
categories of institutional holders eligible to participate in the
exchange offer. Eligible institutional holders who already have
validly tendered and not withdrawn their Senior Notes only need to
complete, sign, date and deliver the Eligibility Letter to the
Exchange Agent to participate in the Exchange Offer.
* The exchange offer and the issuance of the Series A Second Lien
Notes have not been registered under the Securities Act.
Accordingly, the Series A Second Lien Notes will be subject to
restrictions on transferability and resale and may not be
transferred or resold except as permitted under the Securities
Act and other applicable securities laws, pursuant to registration
or exemption thereon. However, the Series A Second Lien Notes will
be subject to certain registration rights.
* The Expiration Date of the exchange offer is extended from 12:00
Midnight, New York City time, on Oct. 2, 2009 to 12:00 Midnight,
New York City time, on Nov. 11, 2009, unless further extended.
* The Early Tender Date of the exchange offer is extended from 5:00
p.m., New York City time, on Sept. 18, 2009 to 5:00 p.m., New York
City time, on Nov. 4, 2009. Consequently, holders who have
tendered or tender their Senior Notes prior to such time, and
have their Senior Notes accepted by the Company for exchange,
will be entitled to the Total Consideration for such Senior Notes.
* The Withdrawal Date of the exchange offer is extended from 5:00
p.m., New York City time, Sept. 18, 2009 to 5:00 p.m., New York
City time, on Nov. 4, 2009. Consequently, holders who have
tendered or tender their Senior Notes may withdraw their Senior
Notes prior to that time. See "Amended Terms of the Exchange Offer
and the Consent Solicitation."
The Company has been advised by the exchange agent for the exchange offer that, as of 5:00 p.m., New York City time, on Oct. 28, 2009, $574,708,000 million principal amount of Senior Notes had been tendered and not withdrawn.
This press release does not constitute an offer to sell or the solicitation of an offer to buy Second Lien Notes in any jurisdiction in which an exchange offer or the acceptance of any outstanding Senior Notes in exchange for the exchange offer would violate the securities or blue sky laws of such jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy Series B Second Lien Notes in the concurrent private placement, which has been made only to certain qualified institutional buyers (as defined in Rule 144A under the Securities Act) and certain institutional accredited investors.