Each one in plain English, with the numbers worked through for a shareholder.
9 Sept 2014debt financing▼ BadMajor
As oil prices began falling in late 2014, Energy XXI needed its lenders to loosen its leverage covenant from 3.5x to 4.25x EBITDA (stepping back down to 4.0x by mid-2015), having already required a waiver for the prior two quarters - the first sign of covenant strain since the EPL acquisition pushed leverage to its peak.
Energy XXI filed its Gulf Coast subsidiary's routine FY2014 annual financial statements, by now covering four outstanding series of senior unsecured notes (2017, 2019, 2021 and 2024) totaling $2.15 billion face value, required under the notes' indentures.
4 June 2014asset acquisition disposition▲ GoodMajor
The EPL Oil & Gas acquisition closed June 3, 2014, and Energy XXI's credit facility borrowing base was pushed to an all-time high of $1.5 billion, including a $475 million subfacility EPL immediately drew to refinance its own existing debt. This marked the peak of Energy XXI's leveraged growth-by-acquisition strategy - built up over four years of cheap credit, just as oil prices were about to turn down sharply in the second half of 2014.
Energy XXI Gulf Coast priced $650 million of 6.875% senior unsecured notes due 2024 - upsized from an originally planned $300 million - to help fund the EPL Oil & Gas acquisition.
Energy XXI's credit facility borrowing base rose again to $1.2 billion (from $1.0875 billion), and the agreement was updated to accommodate the 7.50% notes and expand unsecured-debt capacity - building balance-sheet room ahead of the EPL Oil & Gas acquisition.
Energy XXI launched a consent solicitation to amend definitions in EPL Oil & Gas's existing bond indenture, a procedural step needed to complete the pending merger.
Energy XXI agreed to acquire EPL Oil & Gas in a cash-and-stock merger, with EPL shareholders able to choose between roughly $39.00 cash per share or Energy XXI stock (pro-rated to a 65% cash / 35% stock overall mix), expanding its board to seven directors to add an EPL representative - a major scale-up of its Gulf of Mexico shelf position just as oil prices were near their post-2010 highs.
Energy XXI and EPL Oil & Gas's officers and directors signed voting agreements backing the merger, and the companies began the S-4 registration process required before shareholders could vote.
22 Nov 2013capital raising announcement▲ GoodMajor
Energy XXI raised $400 million (after an over-allotment exercise) through 3.0% convertible senior notes due 2018 - its cheapest financing yet, netting about $390.7 million.
Energy XXI's credit facility borrowing base jumped again, to $1.0875 billion from $850 million, alongside minor technical adjustments to LIBOR loan mechanics.
Energy XXI Gulf Coast raised $500 million more via 7.50% senior unsecured notes due 2021 - its lowest coupon yet, extending its string of progressively cheaper refinancings.
Energy XXI's lenders further loosened dividend rules, letting Gulf Coast pay up to $350 million a year up to its parent, subject to liquidity conditions and the separate $70 million-plus-50%-of-cumulative-net-income cap already set in its bond indentures.
Energy XXI hit a high-water mark on credit terms: total facility commitments rose to $1.7 billion, the borrowing base to $850 million, interest margins fell again, maturity was pushed out four years to April 2018, and the unsecured-debt basket tripled to $750 million - reflecting the company's peak financial strength before the industry's mid-2010s downturn.
Energy XXI's lenders made technical updates to the credit agreement (replacing one lender, easing hedging-finance limits, and further loosening dividend rules) with no change to the borrowing base.
Energy XXI exchanged 101,800 shares of its 5.625% preferred stock for about 1 million common shares plus accrued dividends and an inducement premium, continuing to whittle down its preferred stock balance.