Energy XXI (Bermuda) Limited Announces Pricing of Upsized Private Offering of $350 Million of Convertible Notes Due 2018
HOUSTON, Nov. 19, 2013 (GLOBE NEWSWIRE) -- Energy XXI (Bermuda) Limited (the "Company") (Nasdaq:EXXI) (LSE:EXXI) today announced the pricing of its private offering of $350 million aggregate principal amount of Convertible Notes due 2018 (the "Convertible Notes"). The private offering was upsized from the previously announced $300 million aggregate principal amount of Convertible Notes. The Convertible Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Company also granted a 30-day option to the initial purchasers to purchase up to an additional $50 million aggregate principal amount of Convertible Notes. The Convertible Notes will pay interest semiannually at a rate of 3.0% and will be convertible into cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock, at the Company's election, based on the applicable conversion rate at such time. The Convertible Notes have an initial conversion rate of 24.7523 shares of the Company's common stock per $1,000 principal amount of the Convertible Notes (which is equal to an initial conversion price of approximately $40.40 per share of the Company's common stock), representing an initial conversion premium of approximately 47.5% above the closing price of $27.39 per share of the Company's common stock on November 18, 2013. The Convertible Notes will mature on December 15, 2018, unless repurchased or converted in accordance with their terms prior to such date. Prior to September 15, 2018, the Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity date. The Company will be required to offer to repurchase the Convertible Notes if a fundamental change, as defined in the indenture for the Convertible Notes, occurs. In addition, the conversion rate will be increased with respect to Convertible Notes converted in connection with specified fundamental change transactions. The Company expects to close the offering on or about November 22, 2013, subject to the satisfaction of customary closing conditions.
The Company expects to receive net proceeds of approximately $341.8 million from the offering of the Convertible Notes (or approximately $390.7 million if the initial purchasers exercise their option to purchase additional Notes in full), after deducting fees and estimated expenses. The Company intends to apply the net proceeds from the sale of the Convertible Notes for general corporate purposes, which may include working capital, capital expenditures or acquisitions. Concurrently with the offering, one of the Company's wholly owned subsidiaries intends to repurchase 2,776,200 shares of the Company's common stock at a price of $27.39 per share, funded with $76,040,118 borrowings under the revolving credit facility of Energy XXI Gulf Coast, Inc., the Company's wholly owned subsidiary.
Barclays, Citigroup and Wells Fargo Securities are acting as joint book-running managers for the offering.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Convertible Notes or the shares of common stock issuable upon conversion of the Convertible Notes, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
The Convertible Notes and the common stock issuable upon conversion of the Convertible Notes have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The offering is being made to qualified institutional buyers pursuant to Rule 144A under the Securities Act.
All statements included in this release relating to future plans, projects, events or conditions and all other statements other than statements of historical fact included in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release relate to, among other things, the offering of the Convertible Notes and the expected use of proceeds from such offering. These statements are based upon current expectations and are subject to a number of risks, uncertainties and assumptions, including changes in long-term oil and gas prices and other market conditions affecting the oil and gas industry, reservoir performance, the outcome of commercial negotiations and changes in technical or operating conditions, among others, that could cause actual results, including project plans and related expenditures and resource recoveries, to differ materially from those described in the forward-looking statements. The Company does not assume any obligation and expressly disclaims any duty to update the information contained herein except as required by law.
CONTACT: ENQUIRIES OF THE COMPANY
Vice President, Investor Relations and Communications
Director, Investor Relations
Cantor Fitzgerald Europe
Nominated Adviser: David Porter, Rick Thompson
Corporate Broking: Richard Redmayne
Tel: +44 (0) 20 7894 7000
Pelham Bell Pottinger
+44 (0) 20 7861 3232
(November 19, 2013 - 8:49 AM EST)
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