0001104659-17-014133.txt : 20170303 0001104659-17-014133.hdr.sgml : 20170303 20170303175559 ACCESSION NUMBER: 0001104659-17-014133 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161230 FILED AS OF DATE: 20170303 DATE AS OF CHANGE: 20170303 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Energy XXI Gulf Coast, Inc. CENTRAL INDEX KEY: 0001404973 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 204278595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 2626 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-351-3000 MAIL ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 2626 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Holdings, Inc. CENTRAL INDEX KEY: 0001403382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38019 FILM NUMBER: 17665660 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0000949509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38019 FILM NUMBER: 17665661 BUSINESS ADDRESS: STREET 1: 333 S GRAND AVENUE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE HOLDINGS, LLC CENTRAL INDEX KEY: 0001407181 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38019 FILM NUMBER: 17665662 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM HOLDINGS I, LLC CENTRAL INDEX KEY: 0001407178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38019 FILM NUMBER: 17665663 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE HOLDINGS I, LLC DATE OF NAME CHANGE: 20070718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital I, L.P. CENTRAL INDEX KEY: 0001403530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38019 FILM NUMBER: 17665664 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group, LLC CENTRAL INDEX KEY: 0001403528 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38019 FILM NUMBER: 17665659 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE FUND GP I, L.P. CENTRAL INDEX KEY: 0001402746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38019 FILM NUMBER: 17665665 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 3 1 a3.xml 3 X0206 3 2016-12-30 0 0001404973 Energy XXI Gulf Coast, Inc. EXXI 0001402746 OAKTREE FUND GP I, L.P. 333 S. GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403530 Oaktree Capital I, L.P. 333 S. GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001407178 OCM HOLDINGS I, LLC 333 S. GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001407181 OAKTREE HOLDINGS, LLC 333 S. GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0000949509 OAKTREE CAPITAL MANAGEMENT LP 333 S. GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403382 Oaktree Holdings, Inc. 333 S. GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403528 Oaktree Capital Group, LLC 333 S. GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Common Stock 3287274 D Warrants 43.66 2016-12-30 2021-12-30 Common Stock, par value $0.01 per share 87702 D This Form 3 is being filed by the following persons (collectively, the "Reporting Persons" and each a "Reporting Person"):(i) Oaktree-Forrest Multi-Strategy, LLC, a Delaware limited liability company ("Forrest"); (ii) Oaktree Opportunities Fund IX Delaware, L.P., a Delaware limited partnership ("Fund IX Delaware"); (iii) Oaktree Fund GP, LLC, a Delaware limited liability company ("Fund GP"), in its capacity as the general partner of Fund IX Delaware; (iv) Oaktree Value Opportunities Fund Holdings, L.P., a Delaware limited partnership ("VOF Holdings"); (v) Oaktree Value Opportunities Fund GP, L.P., a Cayman Islands limited partnership ("VOF GP"), in its capacity as the general partner of VOF Holdings; (vi) Oaktree Value Opportunities Fund GP Ltd., a Cayman Islands exempted company ("VOF GP Ltd."), in its capacity as the general partner of VOF GP; (vii) Oaktree Opportunities Fund IX (Parallel 2), L.P., a Cayman Islands limited partnership ("IX Parallel 2"); (viii) Oaktree Opportunities Fund IX GP, L.P., a Cayman Islands limited partnership ("Fund IX GP"), in its capacity as the general partner of IX Parallel 2; (ix) Oaktree Opportunities Fund IX GP Ltd., a Cayman Islands exempted company ("Fund IX GP Ltd."), in its capacity as the general partner of Fund IX GP; (x) Oaktree Fund GP I, L.P., a Delaware limited partnership ("GP I"), in its capacity as the managing member of Fund GP and as the sole shareholder of each of VOF GP Ltd. and Fund IX GP Ltd.; (xi) Oaktree Capital I, L.P., a Delaware limited partnership ("Capital I"), in its capacity as the general partner of GP I; (xii) OCM Holdings I, LLC, a Delaware limited liability company ("Holdings I"), in its capacity as the general partner of Capital I; (xiii) Oaktree Holdings, LLC, a Delaware limited liability company ("Holdings") in its capacity as the managing member of Holdings I; (xiv) Oaktree Capital Management, L.P., a Delaware limited partnership ("Management"), in its capacity as the sole director of each of VOF GP Ltd. and Fund IX GP Ltd. and as the manager of Forrest; (xv) Oaktree Holdings, Inc., a Delaware corporation ("Holdings, Inc."), in its capacity as the general partner of Management; (xvi) Oaktree Capital Group, LLC, a Delaware limited liability company ("OCG"), in its capacity as the managing member of Holdings and as the sole shareholder of Holdings, Inc.; and (xvii) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company ("OCGH GP"), in its capacity as the duly elected manager of OCG. Forrest directly holds 28,860 shares of Common Stock and has the sole power to vote and dispose of such securities. Fund IX Delaware directly holds 2,669,003 shares of Common Stock and 64,995 Warrants and has the sole power to vote and dispose of such securities. Fund GP, in its capacity as the general partner of Fund IX Delaware, has the ability to direct the management of Fund IX Delaware's businesses, including the power to vote and dispose of securities held by Fund IX Delaware; therefore, Fund GP may be deemed to beneficially own the securities of the Issuer held by Fund IX Delaware. IX Parallel 2 directly holds 24,488 shares of Common Stock and 594 Warrants and has the sole power to vote and dispose of such securities. Fund IX GP, in its capacity as the general partner of IX Parallel 2, has the ability to direct the management of IX Parallel 2's business, including the power to vote and dispose of securities held by IX Parallel 2; therefore, Fund IX GP may be deemed to beneficially own the securities of the Issuer held by IX Parallel 2. Fund IX GP Ltd., in its capacity as the general partner of Fund IX GP, has the ability to direct the management of Fund IX GP's business, including the power to direct the decisions of Fund IX GP regarding the vote and disposition of securities held by Fund IX GP; therefore, VOF GP Ltd. may be deemed to have indirect beneficial ownership of the securities of the Issuer held by IX Parallel 2. VOF Holdings directly holds 564,923 shares of Common Stock and 22,113 Warrants and has the sole power to vote and dispose of such securities. VOF GP, in its capacity as the general partner of VOF Holdings, has the ability to direct the management of VOF Holdings' business, including the power to vote and dispose of securities held by VOF Holdings; therefore, VOF GP may be deemed to beneficially own the securities of the Issuer held by VOF Holdings. VOF GP Ltd., in its capacity as the general partner of VOF GP, has the ability to direct the management of VOF GP's business, including the power to direct the decisions of VOF GP regarding the vote and disposition of securities held by VOF Holdings; therefore, VOF GP Ltd. may be deemed to have indirect beneficial ownership of the securities of the Issuer held by VOF Holdings. GP I, in its capacity as the sole shareholder of each of Fund IX GP Ltd. and VOF GP Ltd., has the ability to appoint and remove the directors and direct the management of the business of each of Fund IX GP Ltd. and VOF GP Ltd. As such, GP I has the power to direct the decisions of each of Fund IX GP Ltd. and VOF GP Ltd. regarding the vote and disposition of securities held by each of IX Parallel 2 and VOF Holdings. Additionally, GP I, in its capacity as the managing member of Fund GP, has the ability to direct the management of Fund GP's business, including the power to direct the decisions of Fund GP regarding the vote and disposition of securities held by Fund IX Delaware. Therefore, GP I may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware. Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I's business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware; therefore, Capital I may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware. Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I's business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware; therefore, Holdings I may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware. Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I's business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware; therefore, Holdings may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware. Management, in its capacity as the sole director of each of Fund IX GP Ltd. and VOF GP Ltd., has the ability to direct the management of IX Parallel 2 and VOF Holdings, including the power to direct the decisions of IX Parallel 2 and VOF Holdings regarding the vote and disposition of securities held by each of IX Parallel 2 and VOF Holdings. Additionally, Management, in its capacity as the manager of Forrest, has the ability to direct the management of Forrest's business, including the power to direct the decisions of Forrest regarding the vote and disposition of securities held by Forrest. Therefore, Management may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Forrest. Holdings, Inc., in its capacity as the general partner of Management, has the ability to direct the management of Management's business, including the power to vote and dispose of securities held by each of IX Parallel 2, VOF Holdings and Forrest; therefore, Holdings, Inc. may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Forrest. OCG, in its capacity as the sole shareholder of Holdings, Inc., has the ability to appoint and remove directors of Holdings, Inc. and, as such, may indirectly control the decisions of Holdings, Inc. regarding the vote and disposition of securities held by IX Parallel 2, VOF Holdings and Forrest. Additionally, OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings' business, including the power to direct the decisions of Holdings regarding the vote and disposition of securities held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware. Therefore, OCG may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings, Forrest and Fund IX Delaware. OCGH GP, in its capacity as the duly appointed manager of OCG, has the ability appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by each of IX Parallel 2, VOF Holdings, Forrest and Fund IX Delaware; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings, Forrest and Fund IX Delaware. Each Reporting Person disclaims beneficial ownership of all equity securities and derivative securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities or derivative securities covered by this Form 3. This Form 3 is being filed in two parts due to the large number of reporting persons. This filing is being filed by Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC, Oaktree Holdings, LLC, Oaktree Capital Management, L.P., Oaktree Holdings, Inc. and Oaktree Capital Group, LLC. An accompanying filing is being filed on the date hereof by Oaktree Capital Group Holdings GP, LLC, Oaktree-Forrest Multi-Strategy, LLC, Oaktree Opportunities Fund IX Delaware, L.P., Oaktree Value Opportunities Fund Holdings, L.P., Oaktree Value Opportunities Fund GP, L.P., Oaktree Value Opportunities Fund GP Ltd., Oaktree Opportunities Fund IX (Parallel 2), L.P., Oaktree Opportunities Fund IX GP, L.P. and Oaktree Opportunities Fund IX GP Ltd. All filings relate to the same holdings described above. OAKTREE FUND GP I, L.P. By: /s/ Jordan Mikes Title: Authorized Signatory 2017-03-03 OAKTREE CAPITAL I, L.P. By: OCM Holdings I, LLC Its: General Partner By: /s/ Jordan Mikes Title: Vice President 2017-03-03 OCM HOLDINGS I, LLC By: /s/ Jordan Mikes Title: Vice President 2017-03-03 OAKTREE HOLDINGS, LLC By: Oaktree Capital Group, LLC Its: Managing Member By: /s/ Jordan Mikes Title: Vice President 2017-03-03 OAKTREE CAPITAL MANAGEMENT, L.P. By: /s/ Jordan Mikes Title: Vice President 2017-03-03 OAKTREE HOLDINGS, INC. By /s/ Jordan Mikes Title: Vice President 2017-03-03 OAKTREE CAPITAL GROUP, LLC By: /s/ Jordan Mikes Title: Vice President 2017-03-03