Energy XXI Gulf Coast has extended the expiration date of its previously announced exchange offer and consent solicitation in respect of its 10% Senior Notes due 2013 (the "Senior Notes"), pursuant to its confidential offering circular and consent solicitation statement dated Sept. 4, 2009 (the "Offering Circular") and the accompanying letter of transmittal and consent (together with the Offering Circular, the "Offering Documents").
The Company commenced an offer to exchange up to $347,500,000 principal amount of outstanding Senior Notes properly tendered (and not validly withdrawn) and accepted by the Company for its newly issued 16% Second Lien Junior Secured Notes due 2014 (the "Second Lien Notes"), subject to proration and reduction depending on the aggregate principal amount of Second Lien Notes sold in a concurrent private placement. In conjunction with the exchange offer, the Company also commenced soliciting consents from holders of the Senior Notes to certain proposed amendments (the "Proposed Amendments") to the indenture under which the Senior Notes were issued, which, if effected, would modify certain of the restrictive covenants in that indenture in order to permit the issuance of the Second Lien Notes.
The terms of the exchange offer are amended as follows: the Expiration Date of the exchange offer is extended from 12:00 Midnight, New York City Time on Oct. 20, 2009 to 12:00 Midnight, New York City Time on Oct. 23, 2009, unless further extended. The Company extended the Expiration Date in order to provide time to resolve comments received from the staff of the Securities and Exchange Commission on the Company's application to qualify the proposed indenture governing the Second Lien Notes under the Trust Indenture Act of 1939.
The Withdrawal Date applicable to the exchange offer has not been amended and will continue to be 5:00 p.m., New York City Time, on Friday, Sept. 18, 2009. Consequently, holders who have tendered and not withdrawn their Senior Notes prior to that time are not entitled to withdraw their Notes, and similarly, holders of Senior Notes who have tendered or tender their Senior Notes after the Withdrawal Date, but on or prior to the Expiration Date, may not withdraw their tendered Senior Notes.
The Company has been advised by the exchange agent for the exchange offer that, as of Oct. 20, 2009, $574,708,000 principal amount of Senior Notes (representing approximately 92 percent of the Senior Notes outstanding) had been tendered and not withdrawn. Pursuant to the exchange offer, in exchange for each $1,000 principal amount of Senior Notes properly tendered (and not validly withdrawn) and accepted by the Company: (i) by 5:00 p.m., New York City time, on Sept. 18, 2009 (the "Early Tender Date"), participating holders of Senior Notes will receive $800 principal amount of Second Lien Notes, subject to proration, and (ii) after the Early Tender Date but prior to the Expiration Date, participating holders will receive $750 principal amount of Second Lien Notes, subject to proration. Of the $574,708,000 principal amount of Senior Notes tendered, $574,484,000 were tendered by the Early Tender Date and $224,000 were tendered after the Early Tender Date but prior to the Expiration Date.
The Second Lien Notes have not been registered under the Securities Act of 1933, as amended (the "Securities" Act"), and may not be sold in the United States without registration or an applicable exemption from registration requirements. The exchange offer was made, and the Series A Second Lien Notes were offered and will be issued, in reliance upon the exemption provided by Section 3(a)(9) of the Securities Act from the registration requirements of the Securities Act. The securities being sold in the concurrent private placement were offered and will be issued in reliance upon the exemption provided by Section 4(2) of the Securities Act from the registration requirements of the Securities Act.
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