Stockle - the stock oracle

Energy XXI Gulf Coast, Inc.

US:EXXIUS:EGC
No current share price held for this company.

Past year: ▼ 87%(3.79 – 29.97 USD)

Market cap
—
Shares on issue
—
Story beats
7 since 2017
Last event
29 Oct 2018

History

Energy XXI Gulf Coast emerged from bankruptcy at the end of 2016, then was bought for $9.10 a share in cash by Cox in October 2018 and delisted.

2016-2017: Emerging from bankruptcy

Energy XXI Gulf Coast, Inc. took over the business after a Chapter 11 restructuring. The court confirmed the plan on December 13, 2016, and the company emerged on December 30, 2016. Energy XXI Ltd, the Bermuda company before it, transferred all its remaining assets to Energy XXI Gulf Coast, which became the parent and successor issuer. Energy XXI Ltd went into liquidation in Bermuda, expected to finish in the first half of 2017.

The company set up a new three-year Exit Facility. It included a term loan of about $69 million, carried over from the old first lien credit facility, and a $227,742,500 revolver used entirely for letters of credit. Of these, $225 million were in favor of ExxonMobil for plugging and abandonment obligations, the cost of safely closing old wells. Holders of 10% or more of the new common stock received registration rights. On February 27, 2017, Nasdaq certified the company's securities for listing, clearing them to trade. Shares on issue stood at 33,211,594 at the end of 2016.

2018: The Cox takeover

On June 18, 2018, the company agreed to be acquired by MLCJR LLC, an affiliate of Cox Oil LLC, with each share converted into $9.10 in cash, about $322 million in total. Options were to be cancelled for nothing because their exercise prices were above $9.10, while restricted stock units were to be paid the same price. Closing needed a stockholder vote and U.S. antitrust clearance. It did not depend on Cox obtaining financing, and the company might owe an $8 million termination fee in certain circumstances.

Stockholders approved the deal on September 6, 2018, with 23,085,021 shares in favor, about 69.1% of those outstanding. The agreement was then amended to set a closing date of October 10, 2018.

The merger closed on October 18, 2018. The company became an indirect wholly owned subsidiary of MLCJR LLC. Warrants, which carried a $43.66 exercise price, were cancelled for no payment. All directors and the listed officers resigned, and the merger subsidiary's directors and officers took over. Nasdaq trading was suspended after the close that day. On October 29, 2018, the company deregistered its securities, ending its obligation to file reports with the SEC.

Written from the 7 story beats below (2017 to 29 Oct 2018), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

201833.4m shares

  1. 29 Oct

    Energy XXI Gulf Coast, Inc. deregistered its securities, ending its obligation to file reports with the SEC.

    listing compliance notice

    33.4m sh
  2. 18 Oct

    Energy XXI Gulf Coast, Inc.'s exchange filed to remove a class of its securities from listing.

    listing compliance notice

    33.4m sh
  3. 18 Oct

    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.

    business combination

    33.4m sh
  4. 10 Sept

    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.

    business combination

    33.4m sh
  5. 18 June

    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.

    business combination

    33.3m sh

201733.2m shares · US$4.3m market cap

  1. 27 Feb

    Nasdaq certified Energy XXI Gulf Coast, Inc.'s securities for listing, clearing them to begin trading.

    listing compliance notice

    33.2m shUS$4.3m
  2. 1 Feb

    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.

    business combination

    33.2m shUS$4.3m