8-K

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): September 9, 2018

Energy XXI Gulf Coast, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	001-38019	20-4278595
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1021 Main Street, Suite 2626
Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (713) 351-3000

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed by Energy XXI Gulf Coast, Inc., a Delaware corporation (“EGC”), in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 18, 2018, EGC entered into an Agreement and Plan of Merger (the “Merger Agreement”) on June 18, 2018 with MLCJR LLC (“Cox”), a Texas limited liability company and an affiliate of Cox Oil LLC, and YHIMONE, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Cox (“Merger Sub”). Upon the terms and conditions set forth in the Merger Agreement, Merger Sub will be merged with and into EGC (the “Merger”) and the separate existence of Merger Sub will cease with EGC continuing as the surviving corporation and as a wholly-owned subsidiary of CEXXI, Inc., a Delaware corporation and direct wholly owned subsidiary of Cox.

As previously disclosed by EGC in its Current Report on Form 8-K filed with the SEC on September 6, 2018, EGC’s stockholders approved the Merger at the special meeting of stockholders held on September 6, 2018 (“Stockholder Approval”).

On September 9, 2018, EGC, Parent and Merger Sub entered into an Amendment No. 1 to Agreement and Plan of Merger (the “First Amendment”) to provide for an extension of the closing date of the Merger until October 10, 2018. The First Amendment provides that EGC, Cox and Merger Sub have agreed that Cox and Merger Sub cannot refuse to consummate the Merger because of events occurring on or after September 10, 2018 that would otherwise cause an EGC material adverse effect or that would cause EGC’s representations to cease to be true at closing.

A copy of the First Amendment is attached hereto as Exhibit 2.1 and incorporated herein by reference. This summary of the First Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Amendment.

Item 8.01. Other Events.

On September 10, 2018, EGC issued a press release announcing that it had entered into the First Amendment. A copy of that press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

The information in this Item 8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of EGC under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.  The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
2.1	Amendment No. 1 to Agreement and Plan of Merger among MLCJR LLC, YHIMONE, Inc. and Energy XXI Gulf Coast, Inc., dated as of September 9, 2018.
99.1	Press Release of Energy XXI Gulf Coast, Inc. dated September 10, 2018.

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.

Date: September 10, 2018	By:	/s/ Douglas E. Brooks
		Douglas E. Brooks
		Chief Executive Officer and President

EX-2.1

Exhibit 2.1

AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF MERGER

This Amendment No. 1 (this “Amendment”) to the Agreement and Plan of Merger, dated as of June 18, 2018 (the “Agreement”), is among MLCJR LLC, a Texas limited liability company (“Parent”), YHIMONE, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”).

WHEREAS, the parties have heretofore entered into the Agreement, which provides for, among other things, the merger of Merger Sub with and into the Company, with the Company as the surviving corporation;

WHEREAS, the Company Stockholder Approval has been obtained, and therefore the condition to the Closing in Section 6.1(a) has been satisfied;

WHEREAS, (i) the aggregate number of Appraisal Shares is less than 10% of the shares of Company Common Stock outstanding as of the record date for the Company Stockholders Meeting and (ii) pursuant to Section 262 of the DGCL, the Company’s stockholders can no longer exercise their appraisal rights, and therefore the condition to the Closing in Section 6.2(e) has been satisfied; and

WHEREAS, the Parties desire to amend certain provisions of the Agreement in accordance with the provisions of Section 8.12 of the Agreement.

NOW, THEREFORE, in consideration of the recitals above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows:

1.Section 1.2 of the Agreement is hereby amended by adding the following sentence at the end of Section 1.2:

“Notwithstanding the foregoing, the Closing Date shall not occur prior to 9:00 a.m., Houston, Texas time, on October 10, 2018 unless Parent and Company otherwise agree in writing.”

2.Parent and Merger Sub hereby agree to waive:

(a)their ability to terminate the Agreement pursuant to Article 7 thereof based upon a failure (or a breach that would give rise to such failure if it was continuing on the Closing Date) of:

(i) the condition set forth in Section 6.2(a) (but only with respect to any breach or other failure of such representations and warranties to be true and correct that first arises or occurs on or after the date of this Amendment);

(ii) the condition set forth in Section 6.2(c); or

(iii) the condition set forth in Section 6.2(f) (but only with respect to the certification of the foregoing sections) (such specifically enumerated conditions to Parent and Merger Sub’s obligations to close under the Agreement in clause (i) or clause (ii) above or this clause (iii), the “Waived Conditions”); and

(b)their ability to refuse to consummate the transactions contemplated by the Agreement due to the lack of satisfaction of any of the Waived Conditions.

The parties hereby agree that the intent of Section 2 of this Amendment is that Parent and Merger Sub cannot terminate the Agreement, nor can they refuse to close, in each case, due to the failure (or purported failure) of any of the Waived Conditions.

3.References. Each reference in the Agreement to “this Agreement,” “hereof,” “hereunder” or words of like import referring to the Agreement, shall mean and be a reference to the Agreement as amended by this Amendment.

4.Effect of Amendment. This Amendment shall not constitute an amendment or waiver of any provision of the Agreement not expressly amended and or waived herein and shall not be construed as an amendment, waiver or consent to any action that would require an amendment, waiver or consent except as expressly stated herein. The Agreement, as amended by this Amendment, is and shall continue to be in full force and effect and is in all respects ratified and confirmed hereby. Notwithstanding any provision in this Agreement to the contrary, any amendment to the Agreement set forth in this Amendment that would require by Law the further approval by the holders of the Company Common Stock shall be null and void.

5.Counterparts. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Delivery of an executed signature page of this Agreement by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be effective as delivery of a manually executed counterpart hereof.

6.Governing Law. This Amendment, and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law thereof, except to the extent that the provisions of the DGCL are applicable, in which case the DGCL shall apply. For the avoidance of doubt, the provisions of the Agreement regarding Venue, Waiver of Jury Trial and Service of Process are incorporated by reference herein.

7.Definitions. Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth in the Agreement.

[Signature Pages to Follow; Remainder of Page Left Blank]

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IN WITNESS WHEREOF, each party has caused this Amendment to be signed by its respective officer thereunto duly authorized, all as of the date first written above.

MLCJR LLC
By:	/s/ Craig L. Sanders
	Craig L. Sanders
	Chief Executive Officer

YHIMONE, INC.
By:	/s/ Craig L. Sanders
	Craig L. Sanders
	Chief Executive Officer

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

ENERGY XXI GULF COAST, INC.
By:	/s/ Douglas E. Brooks
	Douglas E. Brooks
	Chief Executive Officer and President

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

EX-99.1

Exhibit 99.1

 

Energy XXI Gulf Coast Provides Update on Merger with Affiliates of Cox Oil LLC

HOUSTON – September 10, 2018 – Energy XXI Gulf Coast, Inc. (“EGC” or the “Company”) (NASDAQ: EGC) today provided an update on the merger with affiliates of Cox Oil LLC (“Cox”).

On September 9, 2018, EGC entered into an amendment to the Agreement and Plan of Merger to provide for the closing date of the merger to occur on October 10, 2018. The amendment also provides that Cox cannot refuse to consummate the merger because of any material adverse events occurring on or after September 10, 2018 until the closing date.

As previously disclosed in EGC’s Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 6, 2018, the merger was approved by EGC’s stockholders at a special meeting that same date. A total of 24,675,571 shares of EGC common stock entitled to vote, representing approximately 73.89% of the shares of EGC common stock outstanding as of the record date of August 3, 2018, were present or represented, in person or by proxy, at the special meeting. At the special meeting, 23,085,021 shares were voted in favor of the merger, representing 69.1% of EGC’s total outstanding shares and 93.5% of the total number of shares voted at the special meeting.

Merger of EGC and Cox

As previously announced on June 18, 2018, the EGC Board of Directors unanimously approved a merger transaction with affiliates of Cox, an independent, privately-held entity that owns and operates assets in the Gulf of Mexico.  Pursuant to the terms of the merger agreement, Cox will acquire all the outstanding shares of EGC common stock for $9.10 per fully diluted share in cash, for a total consideration of approximately $322 million. This represents a 21% premium to EGC’s closing share price on June 15, 2018.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to the pending merger transaction with Cox, as well as to EGC’s financial and operating performance on a stand-alone basis prior to the consummation of the merger or if the merger is not consummated. These statements, including those relating to the intent, beliefs, plans, or expectations of EGC are based upon current expectations and are subject to a number of risks, uncertainties, and assumptions that could cause actual results to differ materially from the projections, anticipated results or other expectations expressed. It is not possible to predict or identify all such factors and the following lists of factors should not be considered a complete statement of all potential risks and uncertainties.

With respect to the pending merger transaction between EGC and Cox, those factors include, but are not limited to: (i) the risk that the transaction may not be completed on October 10, 2018 or at all, which may adversely affect EGC’s business and the price of EGC’s stock; (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the EGC’s stockholders; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (iv) the effect of the announcement or pendency of the transaction, as well as the merger agreement’s limitations on EGC’s conduct of business, on EGC’s business relationships, operating results, and business generally; (v) risks that the proposed transaction disrupts EGC’s current plans and operations; (vi) the possibility that competing offers or acquisition proposals for EGC will be made; (vii) risks regarding the failure to obtain the necessary financing to complete the proposed transaction; and (viii) lawsuits, if any, related to the pending merger.

With respect to EGC’s financial and operating performance on a stand-alone basis prior to the consummation of the merger or if the merger is not consummated, those factors include, but are not limited to: (i) our ability to maintain sufficient liquidity and/or obtain adequate additional financing necessary to (A) maintain our infrastructure, particularly in light of its maturity, high fixed costs, and required level of maintenance and repairs compared to other GoM Shelf producers, (B) fund our operations and capital expenditures, (C) execute our business plan, develop our proved undeveloped reserves within five years and (D) meet our other obligations, including plugging and abandonment and decommissioning obligations; (ii) disruption of operations and damages due to maintenance or repairs of infrastructure and equipment and our ability to predict or prevent excessive resulting production downtime within our mature field areas; (iii) our future financial condition, results of operations, revenues, expenses and cash flows; (iv) our current or future levels of indebtedness, liquidity, compliance with financial covenants and our ability to continue as a going concern; (v) recent changes in the composition of our board of directors; (vi) our inability to retain and attract key personnel; (vii) our ability to post collateral for current or future bonds or comply with any new regulations or Notices to Lessees and Operators imposed by the Bureau of Ocean Energy Management; (viii) our ability to comply with covenants under the three-year secured credit facility; and (ix) sustained declines in the prices we receive for our oil and natural gas production.

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These risks and uncertainties could cause actual results, to differ materially from those described in the forward-looking statements. For a more detailed discussion of risk factors, please see the risk factors discussed in EGC’s periodic reports filed with the SEC. While EGC makes these statements and projections in good faith, EGC assumes no obligation and expressly disclaims any duty to update the information contained herein except as required by law.

About the Company

Energy XXI Gulf Coast, Inc. is an exploration and production company headquartered in Houston, Texas that is engaged in the development, exploitation and acquisition of oil and natural gas properties in conventional assets in the U.S. Gulf Coast region, both offshore in the Gulf of Mexico and onshore in Louisiana and Texas. To learn more, visit EGC’s website at www.energyxxi.com.

Investor Relations Contact

Al Petrie

Investor Relations Coordinator

713-351-3171

apetrie@energyxxi.com

Argelia Hernandez

Investor Relations Specialist

713-351-3175

ahernandez@energyxxi.com

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