29 Oct 2018listing compliance notice▼ BadMajor
Energy XXI Gulf Coast, Inc. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
18 Oct 2018listing compliance notice● NeutralMajor
Energy XXI Gulf Coast, Inc.'s exchange filed to remove a class of its securities from listing.
18 Oct 2018business combination● NeutralMajor
The Cox merger closed on October 18, 2018: EGC is now an indirect wholly owned subsidiary of MLCJR LLC (Cox), and each share was converted into $9.10 in cash, the price set in the June 2018 agreement. NASDAQ was told to suspend and remove the stock, with trading suspended after the close on October 18. Stock options (exercise prices above $9.10) and warrants (which would have required paying a $43.66 per share exercise price to receive $9.10) were cancelled for no payment, while RSUs were paid out at $9.10 per share. All directors and the listed officers (Brooks, Thom Cepak, Heck, Woung-Chapman) resigned, and Merger Sub's directors and officers took over. This completes the deal approved by stockholders on September 6, 2018.
10 Sept 2018business combination▲ GoodMajor
Stockholders approved the Cox merger at the September 6, 2018 special meeting, with 23,085,021 shares in favor, about 69.1% of outstanding shares. EGC and Cox then amended the merger agreement to set the closing date at October 10, 2018, and Cox can no longer refuse to close because of material adverse events occurring on or after September 10, 2018. This resolves the shareholder vote, but the deal has not yet closed; the $9.10 per share cash price (about $322 million total) is unchanged.
21 Aug 2018business combination▼ Bad
Orinoco Natural Resources sued EGC in Delaware, alleging EGC breached a non-binding term sheet (announced May 10, 2018) and a related confidentiality agreement for a proposed transfer of some non-core oil and gas assets and their retirement obligations to an ONR affiliate. EGC says it terminated the term sheet shortly before signing the Cox merger agreement. The suit does not seek to block the merger, but seeks damages and disgorgement of EGC's profits from the merger; EGC calls it without merit and will defend it. The filing does not state an amount sought.
3 Aug 2018business combination● Neutral
EGC filed the final proxy statement for the Cox merger and set the special stockholder meeting for September 6, 2018, with record date August 3, 2018. The board unanimously recommends voting for the $9.10 per share cash deal, which needs two-thirds of outstanding shares, and not voting counts as a vote against.
13 July 2018business combination● Neutral
EGC filed a preliminary proxy statement for the special meeting where stockholders will vote on the $9.10 per share cash merger with Cox, which needs approval from two-thirds of outstanding shares. As of July 12, 2018 there were 33,396,563 shares outstanding plus 1,929,659 shares under restricted stock units, valuing the deal at about $321.5 million. The board unanimously recommends voting for it, and the record date is set as August 3, 2018. Meeting date and time are still blank in this draft.
18 June 2018business combination▲ GoodMajor
Energy XXI Gulf Coast agreed to be acquired by MLCJR LLC, an affiliate of Cox Oil LLC, with each share converted into $9.10 in cash. Stock options are cancelled for no consideration because their exercise prices exceed $9.10, and restricted stock units are accelerated and paid the same $9.10 per share. Closing needs a stockholder vote and U.S. antitrust clearance (Hart-Scott-Rodino) and is not conditional on Cox obtaining financing; EGC may owe a $8 million termination fee, or up to $2 million of expenses, in certain circumstances. The filing's risk language refers to a possible third-quarter 2018 completion.
14 June 2017production update● Neutral
The company cut headcount by about 18%, with roughly $2.5 million of severance cost in the second quarter of 2017 and annual savings of about $8 million to $8.5 million. It also spud the West Delta 30 L-14 ST2 well (100% working interest, first production expected in the third quarter of 2017) and is due to join the Russell 3000 Index on June 26, 2017. The release says management is still developing a long-term strategic plan and refers to a recent change in senior management.
9 Mar 2017auditor change● Neutral
The company dismissed its auditor BDO USA and hired Ernst & Young LLP, approved by the Audit Committee. BDO reported no disagreements; its report for the year ended June 30, 2016 carried a going-concern warning, and its 2015 internal control opinion was adverse because of weaknesses over hedge documentation and the then-CEO's undisclosed potential conflicts of interest. The filing gives no reason for the change.
8 Mar 2017material agreement● Neutral
On March 3, 2017 the company's lenders amended its First Lien Exit Credit Agreement (the exit financing set up on emergence from bankruptcy). The changes reflect the move of its fiscal year end from June 30 to December 31, shift reserve report due dates, drop hedges with non-lender counterparties from the asset value and coverage calculations, and change the mortgage requirement to cover 90% of the PV9% value of proved reserves rather than 90% of total value. No new borrowing or amounts are stated.
27 Feb 2017listing compliance notice▲ GoodMajor
Nasdaq certified Energy XXI Gulf Coast, Inc.'s securities for listing, clearing them to begin trading.
1 Feb 2017business combination● NeutralMajor
This refiled report (the original was filed January 6, 2017; refiled only to fix the EDGAR submission code) says Energy XXI Gulf Coast emerged from Chapter 11 on December 30, 2016, after the court confirmed the plan on December 13, 2016. Energy XXI Ltd (Bermuda) transferred all its remaining assets to Energy XXI Gulf Coast, which is now the parent and successor issuer; Energy XXI Ltd is in Bermuda liquidation expected to finish in the first half of 2017 and then be dissolved. A new three-year Exit Facility was set up, including a term loan from about $69 million of the old first lien credit facility drawn amount and a $227,742,500 revolver fully used for letters of credit, $225 million of them in favor of ExxonMobil for plugging and abandonment obligations. Holders of 10% or more of the new common stock received registration rights.
18 Oct 2013business combination● Neutral
Energy XXI Gulf Coast registered an offer to swap up to $500 million of its 7.50% Senior Notes due 2021 (issued September 26, 2013 without registration) for identical notes registered with the SEC and freely tradable. The company receives no cash from the swap; this fulfils its registration obligation from the earlier note sale, and the notes carry guarantees from several subsidiaries.
28 Oct 2009listing compliance notice▼ Bad
Energy XXI Gulf Coast, Inc. withdrew a registration statement, abandoning the offering it covered.