Energy XXI Enters Restructuring Support Agreement With Second Lien Noteholders to Strengthen Balance Sheet and Reduce Debt
April 14 2016 - 3:25AM
Voluntarily Files for Chapter 11 to Implement
Financial Restructuring
Energy XXI Ltd (NASDAQ:EXXI) (“Energy XXI” or the “Company”)
announced today that it and certain of its subsidiaries have
entered into a Restructuring Support Agreement (the “RSA”) with
holders of more than 63% of the Company’s secured second lien
11.0% notes (the “Second Lien Notes”) on the material terms of a
balance sheet restructuring plan that will strengthen the Company’s
financial position by reducing long-term debt and enhancing
financial flexibility. In order to implement the terms of the RSA,
the Company commenced cases under Chapter 11 of the Bankruptcy Code
in the United States Bankruptcy Court for the Southern District of
Texas, Houston Division.
Through the Chapter 11 restructuring, Energy XXI
will eliminate more than $2.8 billion in debt from its balance
sheet, substantially deleverage its capital structure and position
the Company for long-term success. The RSA eliminates
substantially all of the Company’s prepetition funded indebtedness
other than its first lien reserve based loan facility, resulting in
a significantly deleveraged balance sheet upon the Company’s
emergence from the Chapter 11 bankruptcy process. The RSA
also provides that John Schiller will continue as the reorganized
company’s Chief Executive Officer and a member of its board of
directors. The Company is also continuing ongoing
negotiations with a steering committee of lenders under the
Company’s first lien reserve based loan facility that is not party
to the RSA at this time.
Energy XXI expects operations to continue as
normal throughout the court-supervised financial restructuring
process, including paying royalty and surety obligations in the
ordinary course. In addition, the Company expects to maintain
compliance with its existing long-term plan with the Bureau of
Ocean Energy Management throughout the restructuring process.
Energy XXI’s President and Chief Executive
Officer John Schiller said, “Today’s announcement reflects the next
step in our efforts to respond proactively to the challenging
market environment. Over the last several months, we have
worked to actively manage our balance sheet, and after thoroughly
evaluating our options with the help of our outside advisors, we
determined that entering these agreements and implementing them
through a court-supervised process is the best course of action for
Energy XXI and all our stakeholders. We are confident that we
are taking the right steps to provide Energy XXI a solid foundation
for a successful future.”
Mr. Schiller continued, “Our production is on
track as we continue to focus our operations on low-risk,
high-return projects. We thank our employees for their
continued hard work and dedication, and we look forward to working
with our vendors and partners as we move through this process and
position Energy XXI to emerge as a stronger company.”
The Company believes it has sufficient
liquidity, including approximately $180 million of cash on hand as
of March 31, 2016 and funds generated from ongoing operations, to
continue its operations and support the business in the ordinary
course during the financial restructuring process.
The Company expects to file a Current Report on
Form 8-K with the Securities and Exchange Commission that will
include the full terms of the RSA.
Energy XXI has filed various motions with the
Bankruptcy Court in support of its financial restructuring. The
Company intends to continue to pay employee wages and provide
benefits without interruption in the ordinary course of
business. The Company also expects to pay suppliers and
vendors in full under normal terms for goods and services provided
on or after the Chapter 11 filing date, and anticipates making
royalty payments and payments to working interest owners when due.
The Company expects to receive Bankruptcy Court approval for the
requests in its motions.
Additional information is available on Energy
XXI’s website at www.EnergyXXI.com/restructuring or by calling
Energy XXI’s Restructuring Hotline, toll-free in the U.S., at (844)
807-7712. (For calls originating outside the U.S., please
dial (503) 520-4464). In addition, court filings and other
documents related to the reorganization proceedings are available
on a separate website administered by Energy XXI’s claims agent,
Epiq Systems, at http://dm.epiq11.com/EnergyXXI.
PJT Partners LP is serving as Energy XXI’s
financial advisor, Opportune LLP is serving as Energy XXI’s
restructuring advisor, and Vinson & Elkins L.L.P. is serving as
Energy XXI’s legal advisor.
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 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 factors and the following list should not be
considered a complete statement of all potential risks and
uncertainties relating to the bankruptcy filing by the Company and
its subsidiaries, including, but not limited to: (i) the Company’s
ability to obtain Bankruptcy Court approval with respect to motions
or other requests made to the Bankruptcy Court in the Chapter 11
case, including maintaining strategic control as
debtor-in-possession, (ii) the ability of the Company and its
subsidiaries to negotiate, develop, confirm and consummate a plan
of reorganization, (iii) the effects of the Company’s bankruptcy
filing on the Company and on the interests of various constituents,
(iv) Bankruptcy Court rulings in the Chapter 11 case as well the
outcome of all other pending litigation and the outcome of the
Chapter 11 case in general, (v) the length of time that the Company
will operate under Chapter 11 protection and the continued
availability of operating capital during the pendency of the
proceedings, (vi) risks associated with third party motions in the
Chapter 11 case, which may interfere with the Company’s ability to
confirm and consummate a plan of reorganization, (vii) the
potential adverse effects of the Chapter 11 proceedings on the
Company’s liquidity or results of operations, (viii) increased
advisory costs to execute the Company’s reorganization, (ix) the
impact of a potential NASDAQ suspension of trading and commencement
of delisting proceedings on the liquidity and market price of the
Company’s common stock and on the Company’s ability to access the
public capital markets, (x) the uncertainty that any trading market
for the Company’s common stock will exist or develop in the
over-the-counter markets and (xi) and other risks and
uncertainties. These risks and uncertainties could cause actual
results, including project plans and related expenditures and
resource recoveries, to differ materially from those described
in the forward-looking statements. For a more detailed discussion
of risk factors, please see Part I, Item 1A, “Risk Factors” of the
Company’s most recent Annual Report on Form 10-K and Part II, Item
1A of the Company’s Quarterly Reports on Form 10-Q for the periods
ended September 30, 2015 and December 31, 2015 for more
information. The Company assumes no obligation and
expressly disclaims any duty to update the information contained
herein except as required by law.
About the Company
Energy XXI is an independent oil and natural gas
development and production company whose growth strategy emphasizes
acquisitions, enhanced by its value-added organic drilling program.
The company’s properties are located in the U.S. Gulf of Mexico
waters and the Gulf Coast onshore. To learn more, visit the
Energy XXI website at www.EnergyXXI.com.
Investor Relations
Andrew Coleman
VP, Business Development and Investor Relations
(713) 351-3171
acoleman@energyxxi.com
David Griffith
Associate, Investor Relations
(713) 351-3176
dgriffith@energyxxi.com
Media Contacts:
Meaghan Repko / Andrew Siegel / Aaron Palash
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
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