Energy XXI Gulf Coast, Inc. (NASDAQ: EGC) has signed a definitive agreement to be acquired by a privately held Cox Oil affiliate that owns and operates assets in the Gulf of Mexico.

Cox will acquire all the outstanding shares of EGC common stock for $9.10 per fully diluted share in cash, for a total consideration of approximately $322 million, representing a 21% premium to EGC’s closing share price on June 15, 2018.

EGC’s Board of Directors unanimously approved the proposed transaction with Cox after evaluating multiple transactions, including a proposal from Orinoco Natural Resources, LLC and its affiliates to assume EGC’s non-core asset portfolio and related asset retirement obligations.  EGC has ceased all negotiations with Orinoco and its affiliates regarding the non-binding term sheet that the companies announced on May 10, 2018.

Douglas E. Brooks, EGC’s Chief Executive Officer and President, said, “We have sought to protect and maximize shareholder value and have searched for the best way to address EGC’s asset retirement obligations, liquidity challenges and need for financing to invest for future growth.  We have determined that the best available course of action is a transaction that provides stockholders with a certain cash premium and less execution risk.

“We have been a proponent of consolidation in the Gulf of Mexico for some time.  Cox currently operates approximately 35,000 barrels of oil equivalent per day and the combined entities will have production exceeding 61,000 barrels of oil equivalent per day.”

Brad E. Cox, Chairman of Cox, said, “The combined entities represent the continuation of our past practices to generate economies of scale through the consolidation of assets without wavering on our commitment to safe and responsible production in the Gulf of Mexico.”

The closing of the deal will depend on gaining approvals from EGC’s stockholders and regulatory authorities. There is no financing contingency to complete the transaction, EGC said.

EGC said it expects the transaction to close in the third quarter of 2018.

Cox Oil (Cox) is a privately-held entity that owns and operates assets in the Gulf of Mexico and was founded by fourth generation oilman, Brad E. Cox. Cox’s assets, located in both the outer continental shelf and the shallow waters off the coast of Louisiana, include more than 200 operated producing wells in over 25 fields.

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